The All Blacks have made eight changes to their starting 15 to face the Springboks in Wellington on Saturday night.
There are four changes in the backs and four in the forwards.
Doug Howlett and Scott Hamilton will start on the wings while Sam Tuitupou will play second five andPiri Weepu gets a run in place of Byron Kelleher at halfback.
Up front, Reuben Thorne replaces Jerry Collins on the blindside flank with Ali Williams partnering Chris Jack at lock.
There are a further two changes in the front row, with Anton Oliver and Neemia Tialata both set to start.
"The changes help to keep all of our players physically and mentally sharp," said All Blacks coach Graham Henry. "We hope that can provide an edge for us against South Africa this weekend and for the Tri-Nations series as a whole."
Henry noted that the number of changes was more than the selectors had initially planned: "We were encouraged by the way we played against Australia and we hope to maintain form while using more of the talent we have available in the squad."
All Blacks:
Leon MacDonald, Doug Howlett, Mils Muliaina, Sam Tuitupou, Scott Hamilton, Daniel Carter, Piri Weepu, Rodney So'oialo, Richie McCaw (captain), Reuben Thorne, Ali Williams, Chris Jack, Carl Hayman, Anton Oliver, Neemia Tialata.
Reserves:
Isaia Toeava, Luke McAlister, Jimmy Cowan, Chris Masoe, Greg Rawlinson, Greg Somerville, Andrew Hore.
