Berrick Barnes has recovered from injury and will start against the Highlanders at inside centre.
Daniel Halangahu retains the No 10 shirt and the captaincy, as coach Michael Foley decides to bring Barnes in at No 12. The move means the robust Tom Carter, who scored two tries last week, is forced to the bench.
Pat McCutcheon is also back from a calf injury and will start at openside flank.
Waratahs – 15 Bernard Foley, 14 Tom Kingston, 13 Rob Horne, 12 Berrick Barnes, 11 Adam Ashley-Cooper, 10 Daniel Halangahu (c), 9 Sarel Pretorius; 8 Wycliff Palu, 7 Pat McCutcheon, 6 Dave Dennis, 5 Kane Douglas, 4 Dean Mumm, 3 Sekope Kepu, 2 Tatafu Polota-Nau, 1 Benn Robinson.
Subs: 16 John Ulugia, 17 Paddy Ryan, 18 Lopeti Timani, 19 Chris Alcock, 20 Brendan McKibbin, 21 Tom Carter, 22 Brackin Karuaria-Henry.