In the backs Leigh Halfpenny (Blues) comes in on the wing, in place of the injured Osprey Shane Williams, who has withdrawn from the squad and the tour with shoulder problems, with Wales' youngest international Tom Prydie (Ospreys) switching wings to win his second cap and allowing Halfpenny to feature on the right.
James Hook will start for Wales after making a last minute plea to the coaches to let him play partnering Jamie Roberts in midfield. Hook is to undergo surgery on a shoulder problem after Wales face the world champion Springboks and will not travel for the two-Test tour of New Zealand with the rest of the squad later in June.
"James is desperate to play and it just shows how much it means to him to put that red jersey on," said Wales head coach Warren Gatland.
"We are obviously delighted have him - you only have to look at the man-of-the-match and player of the year awards James has been picking up to see what a great asset he is to any team and we will be facing the World Champions a stronger team because of his involvement."
On the bench Andy Powell completes his return from the calf injury which kept him out of the Blues back row towards the end of the season and for their recent Amlin Challenge Cup success, and is joined by two Blues colleagues, prop John Yapp and scrum half Richie Rees plus four Ospreys.
WALES: Lee Byrne; Leigh Halfpenny, James Hook, Jamie Roberts, Tom Prydie, Stephen Jones, Mike Phillips; Paul James, Matthew Rees, Adam Jones, Bradley Davies, Deiniol Jones, Jonathan Thomas, Sam Warburton, Ryan Jones (Capt)
REPLACEMENTS: Huw Bennett, John Yapp, Alun Wyn Jones, Andy Powell, Richie Rees, Dan Biggar, Andrew Bishop