The All Blacks have lost captain Richie McCaw and right wing Cory Jane to injury.
McCaw made a miracle recovery from torn knee ligaments to play the Springboks at Ellis Park and it has obviously taken its toll. He injured his calf at training and All Blacks coach Steve Hansen said it was felt unnecessary to risk him ahead of the European tour.
Jane, who had played less than two provincial games after eight months on the sidelines, tweaked a hamstring in training. It had also not responded to treatment.
The All Blacks play the Wallabies in Dunedin.
Kick-off is 8.35 SA time.
All Blacks – 15 Israel Dagg, 14 Charles Piutau, 13 Ben Smith, 12 Ma’a Nonu, 11 Julian Savea, 10 Aaron Cruden, 9 Aaron Smith, 8 Kieran Read (c), 7 Sam Cane, 6 Liam Messam, 5 Samuel Whitelock, 4 Jeremy Thrush, 3 Charlie Faumuina, 2 Keven Mealamu, 1 Tony Woodcock.
Subs: 16 Dane Coles, 17 Wyatt Crockett, 18 Ben Franks, 19 Brodie Retallick, 20 Steven Luatua, 21 Tawera Kerr-Barlow, 22 Beauden Barrett, 23 Tom Taylor.