Waratahs add some Wallabies muscle
The Wallabies pair and No.8 Michael Wells all come off the bench into the starting side, while Taqele Naiyaravoro returns from injury, replacing Reece Robinson on the right wing.
Hooker Damien Fitzpatrick replaces Hugh Roach on the bench.
Head coach Daryl Gibson said the changes come from players working hard and competing for starting spots, forcing their way into the line-up.
"Given where the competition is at right now these games are huge and these are the matches that the players really want to play in," Gibson said.
"Skelton had a real impact when he came off the bench in the second half against the Blues and we’re looking for more from him in this match.
"The players have worked hard during the week after returning from the bye so they are fresh and ready to play,"
Waratahs: 15 Israel Folau, 14 Taqele Naiyaravoro, 13 Rob Horne, 12 David Horwitz, 11 Cam Clark, 10 Bernard Foley, 9 Nick Phipps, 8 Micheal Wells, 7 Micheal Hooper (captain), 6 Ned Hanigan, 5 Will Skelton, 4 Dean Mumm, 3 Sekope Kepu, 2 Tolu Latu, 1 Tom Robertson.
Replacements: 16 Damien Fitzpatrick, 17 Paddy Ryan, 18 Angus Taavao, 19 David McDuling, 20 Jed Holloway, 21 Jake Gordon, 22 Bryce Hegarty, 23 Irae Simone.
Date: Sunday, May 21
Venue: Allianz Stadium, Sydney
Kick-off: 16.05 (06.05 GMT)
Referee: Angus Gardner (Australia)
Assistant referees: Graham Cooper (Australia), Amy Perrett (Australia)
TMO: George Ayoub (Australia)