Scrumhalf Josh Holmes will fill the boots of Luke Burgess for the Waratahs in Friday's Super Rugby qualifier against the Blues at Eden Park.
Luke Burgess was ruled out of the team Wednesday after scans revealed a broken bone in his hand suffered at training on Tuesday.
Holmes comes into the starting XV to replace Burgess, with Brendan McKibbin moving onto the bench.
The switch at scrumhalf is one of a number of changes forced by injuries suffered in last Saturday's 41-7 victory over the Brumbies.
John Ulugia and Paddy Ryan will join Benn Robinson in the front row after Tatafu Polota-Nau (knee) and Al Baxter (concussion) were both ruled out.
Kane Douglas returns from suspension to partner Sitaleki Timani in the second row, while Pat O'Connor has been named on the bench.
Daniel Halangahu's hamstring injury has forced a backline reshuffle with Kurtley Beale moving into flyhalf, Lachie Turner slotting into fullback and wing Sosene Anesi returns to the starting team.
Australian Sevens captain Bernard Foley and Manly hooker Elvis Taione have been called from club Rugby to fill places on the bench.
Head coach Chris Hickey said that while the loss of some key players was a blow, the team's ability to adapt in 2011 will hold them in good stead for Friday's encounter.
"If you've had a settled line-up all year and then things are thrown around in a semi-final week it might cause a bit of panic," said Hickey.
"However we haven't been able to field the same team week to week in almost four months, so we're used to changing things around.
"We've been training since November and playing since February so everyone has confidence in each other, and the players who have come in from club Rugby have taken everything in their stride.
"The team trained well at the captain's run on Eden Park and I know they're looking forward to the game tomorrow [Friday]."
Waratahs: 15 Lachie Turner, 14 Atieli Pakalani, 13 Ryan Cross, 12 Tom Carter, 11 Sosene Anesi, 10 Kurtley Beale, 9 Josh Holmes, 8 Dave Dennis, 7 Phil Waugh (captain), 6 Dean Mumm, 5 Sitaleki Timani, 4 Kane Douglas, 3 Paddy Ryan, 2 John Ulugia, 1 Benn Robinson.
Replacements: 16 Elvis Taione, 17 Jeremy Tilse, 18 Pat O'Connor, 19 Chris Alcock, 20 Hugh Perrett, 21 Brendan McKibbin, 22 Bernard Foley.
Date: Friday, June 24
Venue: Eden Park, Auckland
Kick-off: 19.35 (07.35 GMT)
Referee: Chris Pollock (New Zealand)
Assistant referees: Stuart Dickinson, Glen Jackson (New Zealand)
TMO: Vinny Munro (New Zealand)
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