Israel Folau will miss the Waratahs' final round clash with the Reds after failing to recover from a corked thigh.
The dual international was in doubt as early as Monday but was given every chance to recover, with a decision on his fitness made as late as Thursday morning.
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The Waratahs have already secured a first ever minor premiership and, with little to gain - aside from match fitness - by playing Folau, it was decided he would sit out the match.
Cam Crawford comes into the starting side at fullback, with the rest of the back line unchanged.
Will Skelton will start in the second row in the only change to the pack, with Jacques Potgieter moving to the bench. Skelton will start next to Kane Douglas.
Waratahs: Cam Crawford, Alofa Alofa, Adam Ashley-Cooper, Kurtley Beale, Rob Horne, Bernard Foley, Nick Phipps, Wycliff Palu, Michael Hooper (c), Stephen Hoiles, Kane Douglas, Will Skelton, Sekope Kepu, Tatafu Polota-Nau, Benn Robinson. Reserves: Tolu Latu, Jeremy Tilse, Mike Alaalatoa, Jacques Potgieter, Mitchell Chapman, Pat McCutcheon, Brendan McKibbin, Taqele Naiyaravoro, Jono Lance.