An entire new front row starts the test; Carl Hoeft, Keven Mealamu and Kees Meeuws, whilst Jerry Collins takes over at number eight and Waikato's Marty Holah at openside flanker.
Centre Daniel Carter comes in for his first cap, and other back line changes from the team which lost 15-13 to England in Wellington at the weekend include Canterbury fullback Leon MacDonald and Auckland scrum-half Steve Devine. Fly-half Carlos Spencer retains his place, despite a poor kicking display against England.
The Test will be the first by Wales on New Zealand soil since the side visited in 1988.
NZ team to face Wales:
Leon MacDonald, Doug Howlett, Tana Umaga, Daniel Carter, Joe Rokocoko, Carlos Spencer, Steve Devine, Carl Hoeft, Keven Mealamu, Kees Meeuws, Chris Jack, Ali Williams, Reuben Thorne (capt), Marty Holah, Jerry Collins.
Malili Muliaina, Aaron Mauger, Byron Kelleher, Richie McCaw, Brad Thorn, Dave Hewett, Anton Oliver.