Scrum-half Fourie du Preez is the only survivor behind the scrum as de Villiers hands a debut to full back Zane Kirchner, who only joined the squad earlier this week.

Last weekend's South African hero Morne Steyn starts instead of Ruan Pienaar at outside-half, with tryscorer Jaque Fourie taking over from Adi Jacobs in the No13 shirt.

Wynard Oiliver, one of the stars of this year's Super 14, is given the inside centre berth, with Jongi Nokwe and Odwa Ndungane replacing Bryan Habana and JP Pietersen on the wings.

In the forwards, Bakkies Botha's suspension and Andries Bekker's injury means veteran Sharks captain Johann Muller comes into the second row, while Bulls hooker Chiliboy Ralepelle packs down between John Smit and Beast Mtawarira.

De Villiers has made tow changes to his back row - one enforced and the other out of choice. Schalk Burger's suspension for eye gouging leads to a recall for Heinrich Brussow, while Ryan Kankowski comes in for Pierre Spies at No8.

Uncapped lock Steven Sykes is named among the replacements having featured for the Emerging Springboks in their 13-13 draw with the Lions a week ago, with de Villiers again opting for a five-two split in favour of forwards on his bench.

South Africa (vs Lions, third Test, Johannesburg)

15 Zane Kirchner
14 Odwa Ndungane
13 Jaque Fourie
12 Wynand Olivier
11 Jongi Nokwe
10 Morne Steyn
9 Fourie du Preez

8 Ryan Kankowski
7 Juan Smith
6 Heinrich Brussow
5 Victor Matfield
4 Johann Muller
3 John Smit
2 Chiliboy Ralepelle
1 Beast Mtawarira

Replacements

16 Bismarck du Plessis
17 Gurthro Steenkamp
18 Deon Carstens
19 Steven Sykes
20 Pierre Spies
21 Ruan Pienaar
22 Frans Steyn