McCaw: Rested

Coached by John Kirwan, a member of the All Blacks' 1987 winning team, Japan produced a spirited display in their opening match against France.

However with Kirwan targeting the games against Tonga and Canada for potential upsets, he has opted to name virtually a second string line-up for the encounter with his homeland.

And although the All Blacks themselves have rung the changes, there is a danger there could be a repeat of the 145-17 mauling from the 1995 tournament.

New Zealand skipper Richie McCaw had been due to make his 100th appearance but he has been withdrawn as a precaution, along with Dan Carter and Mils Muliaina, with the trio all picking up minor injuries.

Despite the late changes, the All Blacks line-up looks fairly impressive - with Andy Ellis, Cory Jane, Conrad Smith, Colin Slade, Adam Thomson, Keven Mealamu and Sam Whitelock all handed starts at Waikato Stadium.

Japan have made 10 changes to their line-up - with only Hirotoki Onozawa, Toshizumi Kitagawa, Koji Taira, Michael Leitch and Takashi Kikutani retaining their places after the 47-21 loss to France.

New Zealand: 15 Isaia Toeava, 14 Cory Jane, 13 Conrad Smith, 12 Ma'a Nonu, 11 Richard Kahui, 10 Colin Slade, 9 Andy Ellis, 1 Tony Woodcock, 2 Keven Mealamu (capt), 3 Owen Franks, 4 Brad Thorn, 5 Sam Whitelock, 6 Jerome Kaino, 7 Adam Thomson, 8 Victor Vito.Replacements: 16 Andrew Hore, 17 John Afoa, 18 Ali Williams, 19 Anthony Boric, 20 Jimmy Cowan, 21 Piri Weepu, 22 Sonny Bill Williams

Japan: 15 Taihei Ueda, 14 Takahisa Usuzuki, 13 Koji Taira, 12 Yuta Imamura, 11 Hirotoki Onozawa, 10 Murray Williams, 9 Atsushi Hiwasa, 8 Takashi Kikutani (c), 7 Michael Leitch, 6 Itaru Taniguchi, 5 Toshizumi Kitagawa, 4 Hithoshi Ono, 3 Nozomu Fujita, 2 Yusuke Aoki, 1 Naoki Kawamata.Replacements: 16 Hiroki Yuhara, 17 Kensuke Hatakeyama, 18 Yuji Kitagawa, 19 Sione Talikavili Vatuvei, 20 Tomoki Yoshida, 21 Shaun Webb, 22 Alisi Tupuailai.