Digby Ioane has been ruled out with a shoulder injury, so ACT Brumbies back Joe Tomane comes in on the left wing to win his second cap. The rugby league convert, 23, made his Wallaby debut against Scotland last June.
The centre partnership of Adam Ashley-Cooper and Christian Leali'ifano, a debutant last weekend in Brisbane, remains in place and James O'Connor gets another outing at number 10.
Ashley-Cooper and Leali'ifano have recovered from their respective shoulder and head injuries, while Leali'ifano will also resume the goal-kicking role.
Up front, Brumbies prop Ben Alexander will become only the 38th Australian to play in 50 Test matches.
He features in an unchanged pack led by captain James Horwill who escaped punishment for an alleged stamp during the opening game of the Test series.
The 14-times capped centre Rob Horne and uncapped full-back Jesse Mogg have both been added to the replacements bench. The pair have already tangled with the Lions on this tour, appearing for the NSW Waratahs and Brumbies respectively.
But there is no bench spot for George Smith. The veteran back rower has failed to force his way into the matchday squad despite speculation that head coach Robbie Deans would include the 32-year-old.
Smith has not played for the Wallabies in four years, but earned a recall to the extended squad and declared himself fully fit earlier this week after shaking off a knee injury.
Meanwhile, the International Rugby Board has confirmed to the Australian Rugby Union that it will appeal the James Horwill disciplinary decision following an extensive review of the case. Click here for further details.
AUSTRALIA Team & Replacements (v British & Irish Lions, 2013 British & Irish Lions Tour Second Test, Etihad Stadium, Melbourne, Saturday, June 29, kick-off 8.05pm local time/11.05am Irish time):
15. Kurtley Beale (Melbourne Rebels)
14. Israel Folau (NSW Waratahs)
12. Christian Leali'ifano (ACT Brumbies)
11. Joe Tomane (ACT Brumbies)
10. James O'Connor (Melbourne Rebels)
9. Will Genia (Queensland Reds)
1. Benn Robinson (NSW Waratahs)
2. Stephen Moore (ACT Brumbies)
3. Ben Alexander (ACT Brumbies)
4. Kane Douglas (NSW Waratahs)
5. James Horwill (Queensland Reds) (capt)
6. Ben Mowen (ACT Brumbies)
7. Michael Hooper (ACT Brumbies)
8. Wycliff Palu (NSW Waratahs)
16. Saia Fainga'a (Queensland Reds)
17. James Slipper (Queensland Reds)
18. Sekope Kepu (NSW Waratahs)
19. Rob Simmons (Queensland Reds)
20. Liam Gill (Queensland Reds)
21. Nick Phipps (Melbourne Rebels)
22. Rob Horne (NSW Waratahs)
23. Jesse Mogg (ACT Brumbies)