Only six Wallabies return from their last test with the All Blacks to begin a Bledisloe Cup series which has been stretched to a three-game format.
New skipper David Pocock has Sekope Kepu, Will Genia, Digby Ioane, Anthony Faingaa and Adam Ashley-Cooper from the teams' previous duel in the World Cup semifinal when the All Blacks triumphed 20-6 at Eden Park.
Ashley-Cooper has shifted from fullback to the wing in the absence of James O'Connor while Faingaa has moved into second five-eighths because of an injury to Pat McCabe.
Injury has taken O'Connor, McCabe, Quade Cooper, Dan Vickerman and James Horwill out of contention for this test while Rocky Elsom's form has been so patchy he could not be considered.
The residue is dominated by the Waratahs, who have eight players in the starting side even though they finished 12th in this year's Super rugby series with just four wins.