Michael Cheika has responded to Australia's first-Test defeat against England by naming a new-look front row for Saturday's match in Melbourne, while Sean McMahon will start at number eight in place of the injured David Pocock.
Australia endured problems at the scrum in Brisbane as England ran out 39-28 winners to move ahead in the three-Test series.
James Slipper and Sekope Kepu replace Greg Holmes and Scott Sio as Australia's props for the second Test, with the latter dropping out of the squad altogether.
Melbourne Rebels flanker McMahon will get to start on home soil, after Pocock was ruled out with a fractured eye socket, while Sam Carter replaces the injured Rob Simmons (back) at lock in the other change to Australia's XV.
Head coach Cheika said: "Based on last weekend's performance, we decided that we wanted some new combinations for Saturday's game.
"Sean never takes a backwards step while James and Sekope add plenty of Test match experience."
Australia's bench will be confirmed on Friday, with 11 players currently in the frame for selection.
Australia team to face England in Melbourne: Israel Folau, Dane Haylett-Petty, Tevita Kuridrani, Samu Kerevi, Rob Horne, Bernard Foley, Nick Phipps; James Slipper, Stephen Moore, Sekope Kepu, Rory Arnold, Sam Carter, Scott Fardy, Michael Hooper, Sean McMahon.
Replacements (three to be omitted): Tatafu Polota-Nau, Toby Smith, Greg Holmes, James Horwill, Dean Mumm, Wycliff Palu, Ben McCalman, Liam Gill, Nick Frisby, Christian Lealiifano, Luke Morahan.