The Cheetahs have been forced to re-shuffle their backline after experienced duo Andries Strauss and Hennie Daniller were ruled out of the match against the Lions on Saturday.
Centre Corné Uys and wing Phillip Snyman come in as injury cover for the duo, while Riaan Smit shifts to fullback from the right wing to fill the void left by Daniller.
Strauss sprained his ankle during the 28-22 victory over Western Province last weekend and will be on the sidelines for the next four weeks, while Daniller left the field early on against Province with a knee injury and should be back in two weeks.
The only other change to the starting line-up comes at scrumhalf, where Piet van Zyl is preferred to Tewis de Bruyn, who has look ponderous in the No.9 jersey this season.
On the bench former Western Province flank takes over from Heinrich Brüssow, who is training with the Springboks, and Nico Scheepers provides backline cover.
Free State Cheetahs: 15 Riaan Smit, 14 Phillip Snyman, 13 Robert Ebersohn, 12 Corné Uys, 11 Rayno Benjamin, 10 Sias Ebersohn, 9 Piet van Zyl, 8 Ashley Johnson, 7 Pieter Labuschagne, 6 Johan Wessels, 5 Waltie Vermeulen, 4 Francois Uys, 3 WP Nel, 2 Adriaan Strauss (captain), 1 Coenie Oosthuizen.
Replacements: 16 Herkie Liebenberg, 17 Marcel van der Merwe, 18 Izak van der Westhuizen, 19 Pieter Myburgh, 20 Tewis de Bruyn, 21 Nico Scheepers, 22 Philip Burger.
Date: Saturday, August 13
Venue: Cocoa-Cola Park, Johannesburg
Kick-off: 19.10 (17.10 GMT)
Referee: Jason Jaftha
Assistant referees: Phillip Bosch, Lusanda Jam
TMO: JC Fortuin
Gilbert has released a new line of rugby cleats. The Gilbert Virtuo 8S is part of the exciting new product. Check it out.
The entire All Blacks apparel line has been updated for 2013/14. Check out the New Zealand All Blacks polo.
The Nike Tiempo is a solid rugby cleat and one of few styles still made from full-grain natural leather.
The Gilbert Blitz 8S rugby cleat is a great cleat at a great price of $69.99. Get a new pair of cleats today.
A cool looking all black rugby cleat with the high performance adidas is known for. Get in the Gear!
Wear the crest of the British and Irish Lions on your t-shirt. A great look for the summer.
The All Blacks Performance t-shirt is black with hints of blue from the training jersey. Very Cool.
The New Zealand All Blacks training jersey for 2013/14. Get in the Gear!
The USA Rugby Pro Alternate rugby jersey is perfect for any fan of the Eagles. Get yours to wear during the summer Test matches.
The NEW All Blacks 2013/14 jersey has arrived at World Rugby Shop. Dare to wear the colors of the All Blacks.