Fly half Nicky Robinson and lock Damian Hudd, who were replacements during the match against France, replace Gavin Henson and Bryn Griffiths respectively.
Wales meet Italy for the fourth time, having won the previous matches - 78-19 at Udine in 1999; 95-0 at Newport in 2000 and 16-3 at Parma last year. Skipper Matthew Brayley and flanker Rhys Williams are the only survivors from last season's victory.
Team: 15 Gareth Swales (Swansea); 14 Liam Roberts (Cardiff), 13 Hal Luscombe (Newport), 12 Matthew Brayley (Swansea, capt), 11 Nicky Jones (UWIC); 10 Nicky Robinson (Cardiff), 9 Michael Phillips (Llanelli); 1 Paul James (Neath), 2 Adam Matthews (Neath), 3 Adam Jones (Neath), 4 Luke Tait (Cardiff), 5 Damian Hudd (Ebbw Vale), 6 Rhys Williams (Ebbw Vale), 7 Gareth Williams (Llanelli), 8 Rhys Jones (UWIC).
Replacements: 16 Matthew Miles (Northampton), 17 Phil John (Llanelli), 18 Ceiron Jones (Llanelli), 19 Bryn Griffiths (Llanelli), 20 Aled Gravelle (Llanelli), 21 Chris Miller (Cardiff), 22 Gavin Henson (Swansea)
As the countdown continues for RWC2015, Tournament Chief Executive Debbie Jevans visited the Millennium Stadium to discuss preparations for the eight matches and reveal the positive news that 100,000 tickets for games at the home of Welsh rugby have sold in the last seven days.
Jason Harries is targeting a first win on the World Series circuit this season with Wales. The series returns to action this weekend in Dubai where Harries is part of a team hoping to build from its efforts in round one in October.
Wales skipper Jevon Groves says his side have addressed a few points from Gold Coast and aim to 'hit the ground running' in the next two rounds of the World Series, kicking off with this weekend in Dubai before heading off to South Africa next week.
Wales Sevens manager Steff Thomas is hopeful his side can build from a quarter-final spot in the opening round of the World Series in Australia when his side take part in the forthcoming double header in Dubai and South Africa.