Rebels coach Damien Hill has named his team to play the Highlanders at Rugby Park in Invercargill this weekend with James O'Connor and Kutley Beale returning to the starting line up.
The forward pack is unchanged and the only changes are in the backs and on the bench.
O'Connor played at centre last week until Danny Cipriani went off with a hamstring injury so he starts at 10 this week. Lloyd Johansson comes in at centre to replace O'Connor.
Kurtley Beale missed last week's victory over the Force and returns to take up the fullback spot. Richard Kingi who played at fullback last week drops out of the 22.
Halfback Nic Stirzaker is named on the bench
Hill said the team was in a positive mood ahead of their clash against the Highlanders, "They are four from five this year and they are playing some really good football."
"Invercargill is a hard place to play but the team is looking forward to it."
1. Nic Henderson,2..Adam Freier,3. Laurie Weeks,4. Luke Jones,5. Hugh Pyle (vc),6. Jarrod Saffy,7.Tom Chamberlain,8. Gareth Delve (c),9. Nick Phipps,10. James O'Connor,11. Cooper Vuna,12. Lloyd Johansson,13. Lachlan Mitchell,14. Mark Gerrard,15. Kurtley Beale
Replacements: 16. Ged Robinson,17. Rodney Blake,18. Alister Campbell,19. Michael Lipman,20. Nic Stirzaker,21. James Hilgendorf,22. Julian Huxley