Wallaby fullback James O'Connor will skipper the Rebels against the Waratahs this weekend in place of Gareth Delve who is being rested.
Delve has not recovered from the shoulder injury he picked up against the Brumbies last week, which means that O'Connor will become the third player to captain the Melbourne side.
"Nothing is structurally wrong with Gareth's shoulder. He took a beating last week and simply has not recovered in time for this weeks match," said coach, Damien Hill.
Jordy Reid will come onto the bench for his first Super Rugby match, with Wallaby tourist Cadeyrn Neville to start in the second row, and Luke Jones moving to the blindside flank with Scott Higginbotham packing down in the familiar position of No.8.
Hill was disappointed for Delve, although happy that the Rebels have the talent to fill the void left by the Welsh International.
"We have spoken about the depth this year compared to others, and for the Rebels to be able to replace Delve with Higginbotham, while bringing in Wallaby tourists to the starting team is a demonstration of that," said Hill.
"James [O'Connor] has really matured over the past six months as a footballer, and was humbled by the opportunity when I presented the captaincy role to him."
Although the Rebels had some disappointing news on Delve, the squad was lifted with Kurtley Beale getting through training and showing no signs of his shoulder injury hampering him.
The Wallabies flyhalf will start against his former side in an unchanged run-on backline, with only one change to the bench seeing uncapped utility back Angus Roberts replacing Alex Rokobaro.
Melbourne Rebels: 15 James O'Connor (captain), 14 Lachlan Mitchell, 13 Mitch Inman, 12 Rory Sidey, 11 Richard Kingi, 10 Kurtley Beale, 9 Nick Phipps, 8 Scott Higginbotham, 7 Scott Fuglistaller, 6 Luke Jones, 5 Cadeyrn Neville, 4 Hugh Pyle, 3 Laurie Weeks, 2 Ged Robinson, 1 Nic Henderson.
Replacements: 16 Shota Horie, 17 Paul Alo-Emile, 18 Jordy Reid, 19 Jarrod Saffy, 20 Nic Stirzaker, 21 Angus Roberts, 22 Tom English.
Date: Friday, March 1
Venue: Allianz Stadium, Sydney
Kick-off: 19.20 (08.20 GMT)
Referee: Rohan Hoffmann (Australia)
Assistant referees: James Leckie (Australia), Ed Martin (Australia)
TMO: Matt Goddard (Australia)
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