First five-eighth Chris Noakes returns to the side in place of Daniel Bowden, as Otago plays its first game in the North Island in the Air New Zealand Cup this season.
Bowden swaps with Noakes and goes to the reserves bench, as Otago plays its first game against Counties-Manukau since the Air New Zealand Cup started.
Prop Jed Vercoe is in doubt with a nagging back injury, and his place in the reserves will be decided today.
If he drops out, Sam Hibbard will travel with the side.
Due to the changes in the draw and structure of the competition, the two sides have not played in the opening two seasons of the revamped competition.
Otago last played Counties-Manukau in 2001, in Pukekohe, with the home side prevailing 14-11.
Counties-Manukau started off its season with a surprising 17-6 win over Auckland.
But it lost its next two games heavily, beaten 64-7 by competition heavyweight Wellington in its last match.
The sides have met 28 times over the years, with each scoring 14 victories.
Counties-Manukau coach Greg Aldous has reacted to the heavy loss to Wellington by making some changes to his backline.
Former Otago winger Romi Ropati has been dropped to the bench with last week's first five-eighth Dean Cummins being pushed out one place, to the midfield.
Siale Piutau has been replaced by youngster Tim Nanai-Williams at fullback, while halfback Kevin Farrell is injured and replaced by Samisoni Fisilau.
Highlanders centre Niva Ta'auso will line up against many of his former team-mates before heading to play rugby in Ireland at the end of the season.
Otago is sitting on nine points from three games, and will be looking for the maximum five points against a team which has leaked more than 100 points in the past two games.
Otago coach Steve Martin said the side was blessed with two quality first five-eighths and Noakes' kicking was a real asset to the side.
Bowden was likely to get some time off the bench.
Martin was taking little notice of the big loss to Wellington last week by Counties-Manukau, saying Wellington could do that to many sides, and the scoreline was often not an indication of the game, when Wellington was involved.
He said South African flanker Eben Joubert had played 30 minutes for Otago B against Otago Country last Saturday and depending on the game situation may get some time on the field, making his Otago debut.
Martin said captain Craig Newby was making a fine effort on the openside flank.
Prop Ben Nolan retains his place, and Martin said he has been pleased with the form of the Harbour prop, who has only returned to rugby this year, after a serious leg injury.
The teams
Mt Smart Stadium, tomorrow 7.05pm
Otago: Glen Horton, Lucky Mulipola, Brett Mather, Aaron Bancroft, Karne Hesketh, Chris Noakes, Toby Morland, Steven Setephano, Craig Newby (captain), Seko Qaraniqio, Tom Donnelly, Ross Kennedy, Ben Nolan, Jason MacDonald, Keith Cameron.
Reserves: Peter Mirrielees, Jed Vercoe or Sam Hibbard, Paul Grant, Eben Joubert, Sean Romans, Daniel Bowden, Ben Smith.
Counties-Manukau: Siale Piutau, Leila Masaga, Niva Ta'auso, Dean Cummins, David Raikuna, Tanner Vili, Samisoni Fisilau, Gary Saifoloi, Fritz Lee, DJ Forbes, Andrew van der Heijden (captain), Jamie Chipman, Jayden Murch or Eugene Beneke, Lance Poching, Simon Lemalu.
Reserves: Ilaisa Maasi, Eugene Beneke or Rob Katu, Rupeni Nasiga, Viliami Fihaki, Romi Ropati, Kevin Farrell, Sherwin Stowers.
