Flanker Dominiko Waqaniburotu has been suspended for one match at the Rugby World Cup after admitting an act of foul play.
The 29 year old was provisionally named in the team to face Australia on Thursday before being replaced by Peceli Yato.
He was originally cited for a dangerous tip tackle on England winger Jonny May but the charge was downgraded at the judiciary to a dangerous tackle.
Head coach John McKee says it's a blow although it could have been worse.
"Disappointing for us because it wasn't really a serious incident in the game, we thought, but probably a one-game suspension is probably quite a good result. They could have given us more which could have really affected the tournament [for us] so Dominiko will be available for us against Wales".
The other three changes are also in the forwards, with hooker Talemaitoga Tuapati, lock Tevita Cavubati and number eight Netani Talei named in place of Sunia Koto, Api Ratuniyarawa and Sakiusa Matadigo.
Head coach John McKee says that is partly due to the short five-day turnaround from their opening match.
"It gives us probably a bit of a more mobile forward pack: quite a different game we expect against the Australians. It will be probably a much higher tempo, a lot of quick ball from both sides. After quite a bit of discussion we decided to stay with the same backline. We want to keep our combinations and keep our rhythm and thought although we had a few problems against England the players individually played quite well, and then we will look to make changes throughout the game".
Defence and skills coach Mosese Rauluni says they're looking forward to another tough battle against the Wallabies.
"It's a great opportunity for the boys to improve on the England game and really prepare well. We've got two solid days of training [and] a short turnaround but it's a good challenge that I know the boys will take on board. Anything is possible and I think we showed the world that the Flying Fijians are a force to be reckoned with and not an easy-beat side in this pool".
Meanwhile Australia coach Michael Cheika has named seven World Cup debutants in his starting 15 for Thursday morning's match.
Centre Tevita Kuridrani get the chance to play against the country his birth, while
Scott Sio, Kane Douglas, Scott Fardy, Michael Hooper, Bernard Foley and Israel Folau will also make their tournament debut.
1-Campese Ma'afu, 2. Talemaitoga Tuapati, 3. Manasa Saulo, 4. Tevita Cavubati, 5. Leone Nakarawa, 6. Peceli Yato, 7. Akapusi Qera (c), 8. Netani Talei, 9. Nikola Matawalu, 10. Ben Volavola, 11. Nemani Nadolo, 12. Gabiriele Lovobalavu, 13. Vereniki Goneva, 14. Waisea Nayacalevu, 15-Metuisela Talebula
Reserves: 16. Viliame Veikoso, 17 Peni Ravai, 18 Isei Colati, 19 Nemia Soqeta, 20. Malakai Ravulo, 21. Nemia Kenatale, 22. Joshua Matavesi, 23. Asaeli Tikoirotuma
1. Scott Sio, 2. Stephen Moore (c), 3. Sekope Kepu, 4. Kane Douglas, 5. Rob Simmons,
6. Scott Fardy, 7. Michael Hooper, 8. David Pocock, 9. Will Genia, 10. Bernard Foley,
11. Rob Horne, 12. Matt Giteau, 13. Tevita Kuridrani, 14. Adam Ashley-Cooper, 15. Israel Folau.
Reserves: 16. Tatafu Polota-Nau, 17. James Slipper, 18. Greg Holmes, 19. Will Skelton, 20. Dean Mumm, 21. Nick Phipps, 22. Matt Toomua, 23. Kurtley Beale