The Waratahs have made two changes for their showdown with the Rebels in Melbourne on Friday.

The behemoth Will Skelton drops to the bench after a lethargic showing against the Lions, and is replaced by the far more industrious Potgieter.

The South African has carved out quite a reputation for himself in the Waratah's second-row this season with a number of high-intensity showings throughout the campaign.

In the team's only other change Matt Carraro drops to the bench with Alofa Alofa making a return to the starting line-up following a knee injury.

Waratahs – 15 Israel Folau, 14 Alofa Alofa, 13 Adam Ashley-Cooper, 12 Kurtley Beale, 11 Rob Horne, 10 Bernard Foley, 9 Nick Phipps, 8 Wycliff Palu, 7 Michael Hooper, 6 Dave Dennis (c), 5 Kane Douglas, 4 Jacques Potgieter, 3 Paddy Ryan, 2 Tatafu Polota Nau, 1 Benn Robinson. 
Subs (two to be omitted): 16 Hugh Roach, 17 Jeremy Tilse, 18 Sekope Kepu, 19 Will Skelton, 20 Stephen Hoiles, 21 Brendan McKibbin, 22 Jono Lance, 23 Matt Carraro, 24 Pat McCutcheon, 25 Taqele Naiyaravoro.

Rebels – TBC

Photo: Phil Walter/Getty Images