The axe has fallen in South Africa with Rebels coach Tony McGahan chopping five starters from last week’s 16-point defeat to the Stormers.
Bookends Paul Alo-Emile and Cruze Ah-Nau are both on the bench while Nic Stirzaker has also paid the price for an ill-disciplined display in Cape Town.
Flyer Sefanaia Naivalu is fit though, slotting into outside centre as part of a midfield juggle that sees Dom Shipperley shift to the wing.
The Rebels are yet to win in the Republic while the Sharks have won ten of their last eleven at home against Australian opposition.
The last time they met in Durban the Sharks bolted away to a huge 64-7 win.
Toby Smith joins Laurie Weeks in the new front row pairing while Colby Faingaa has been rewarded for good form off the bench, to wear the number seven jersey.