The Wallabies coach Robbie Deans has recalled flanker Rocky Elsom and made four other changes to his starting team to face the Springboks in Durban on Sunday.
Elsom's fit again and replaces Phil Waugh for the Tri-Nations Test after missing Australia's last match, the 39-10 defeat by the All Blacks in Auckland.
In the backs, Drew Mitchell replaces the injured Adam Ashley-Cooper at fullback, while Sam Cordingley comes in at halfback for Luke Burgess, who did not make the trip to South Africa.
Up front, Dan Vickerman replaces Nathan Sharpe at lock, while Matt Dunning will play tighthead prop in place of Al Baxter, who drops to the bench.
Deans says he's not reading too much into the scoreline from last week's 19-0 drubbing at the hands of the All Blacks at Newlands. He says this is a very good South African side and he expects a Springbok backlash.
Australia team - 15-Drew Mitchell, 14-Peter Hynes, 13-Stirling Mortlock, 12-Berrick Barnes, 11-Lote Tuqiri, 10-Matt Giteau, 9-Sam Cordingley, 8-Wycliff Palu, 7-George Smith, 6-Rocky Elsom, 5-Daniel Vickerman, 4-James Horwill, 3-Matt Dunning, 2-Stephen Moore, 1-Benn Robinson. Reserves: 16-Tatafu Polota-Nau, 17-Al Baxter, 18-Hugh McMeniman, 19-Phil Waugh, 20-Brett Sheehan, 21-Timana Tahu, 22-Ryan Cross
England's football team has drawn 2-2 with the Czech Republic and were booed off after another lacklustre display in an international friendly at Wembley.
Despite Joe Cole's intervention at the death to save England's blushes, it was still a dispiriting experience for coach Fabio Capello, who also had to deal with the revelation that the man who hired him - FA chief executive Brian Barwick - is on the way out.
Milan Baros opened the scoring for the Czechs in the 22nd minute, then Wes Brown evened it up just before halftime.
The deadlock didn't last long, Marek Jankulovski striking again just three minutes later, then it was up to Cole to rescue England two minutes into injury time.
Elsewhere the world champions Italy were also held to a 2-2 draw by Austria in a friendly in Nice, while in Nuremberg Germany beat Belgium 2-0.
Scotland drew nil-all with Northern Ireland in Glasgow, Slovenia went down 3-2 at home to Croatia, Russia salvaged a 1-1 draw against the Netherlands thanks to a penalty in Moscow and the European champions Spain beat Denmark 3-0 in Copenhagen.
In Africa the continental champions Egypt were handed an embarrassing 4-0 defeat by Sudan in a shock result in Khartoum.
It was Egypt's first defeat by their southern neighbours in 33 years, adding to the pressure before a World Cup qualifier against the Democratic Republic of Congo in Kinshasa on September the 7th.