In all, Coach John Connolly has made five changes to the side that needed a last-gasp try to win the match 29-23.
Wing Digby Ioane will make his international debut, and Lock Dan Vickerman, who came off the bench in Sydney, makes his first start since shoulder reconstruction surgery.
George Smith replaces Phil Waugh at flanker, while Matt Dunning loses his place at loosehead to Benn Robinson.
Matt Giteau retains his place at scrum half, with world Test record holder George Gregan on the bench. Captain Stirling Mortlock stays at centre alongside Adam Ashley-Cooper, with Julian Huxley retained at fullback, while Western Force star Ioane, 21, partners Drew Mitchell on the wing.
"There's no doubt we have to improve on last week's performance and we want to move on from that and produce a much more disciplined performance this Saturday," said Connolly.
"We've made a couple of changes in the forwards and backs, which we need to do to look at improving our depth and assessing different players prior to the World Cup.
"But we're also hoping to build on some of the combinations we used in the first Test."
Australia: J Huxley, D Ioane, S Mortlock (Capt), A Ashley-Cooper, D Mitchell; S Larkham, M Giteau; W Palu, G Smith, R Elsom, D Vickerman, N Sharpe, G Shepherdson, S Moore, B Robinson
Replacements: A Freier, M Dunning, M Chisholm, S Hoiles, P Waugh, G Gregan, M Gerrard