Riki Flutey will make his first start of the Lions tour on Saturday after being named at inside centre against Western Province in Cape Town.
England prop Phil Vickery captains a completely revamped XV from the one that defeated the Sharks on Wednesday.
Vickery, wings Tommy Bowe and Ugo Monye and fly-half Stephen Jones, will all be aiming to press their claims for places in the Test team next weekend.
Wales open-side flanker Martyn Williams returns to the team after injury.
Williams has not played since the opening match of the tour after suffering a shoulder problem.
Flutey handed first Lions start
Flutey handed first Lions start
