Barnes at 12 for Tahs
Waratahs coach Michael Cheika has made four changes to his starting XV to play the Rebels in Melbourne on Friday.
After making an impact from the bench in last week's 28-22 win over the Brumbies, scrum-half Matt Lucas and inside centre Berrick Barnes earn starts this week, with Brendan McKibbin and Rob Horne included amongst the replacements.
John Ulugia is named at hooker after Tatafu Polota-Nau fractured his forearm in last week's game. Alongside him, prop Sekope Kepu returns to the run-on side, whilst Paddy Ryan is named on the bench.
The other additions to the matchday 22 are replacement hooker Luke Holmes and winger Tom Kingston.
The Tahs will be looking to keep their winning record intact, having never lost to the Melbourne side in their five previous encounters.
Waratahs:15 Israel Folau, 14 Peter Betham, 13 Adam Ashley-Cooper, 12 Berrick Barnes, 11 Drew Mitchell, 10 Bernard Foley, 9 Matt Lucas, 8 Wycliff Palu, 7 Michael Hooper, 6 Dave Dennis, 5 Kane Douglas, 4 Sitaleki Timani, 3 Sekope Kepu, 2 John Ulugia, 1 Benn Robinson
Replacements: 16 Luke Holmes, 17 Paddy Ryan, 18 Will Skelton, 19 Mitchell Chapman, 20 Brendan McKibbin, 21 Rob Horne, 22 Tom Kingston
Date: Friday May 24,
Venue: AAMI Park, Melbourne
Kick-off: 19.40 (09.40 GMT)
Referee: Garratt Williamson (New Zealand)