Cardiff duo, full-back Cameron Winnett and flanker James Botham will replace injured wing Josh Hathaway and number eight Aaron Wainwright with the Dragons star set to miss the remainder of the tour with a hamstring injury.
After an excellent showing last time out Bath tight-head Archie Griffin continues in an unchanged front-row with Ospreys duo Gareth Thomas and skipper Dewi Lake.
Exeter duo Dafydd Jenkins and teammate Christ Tshiunza occupy the front-row positions after returning last time out. Meanwhile, Gatland has made two further position alterations from the side that lost in Sydney with Liam Williams switching from full-back to wing and Scarlets flanker Taine Plumtree slotting in at number eight.
Botham comes into the starting line-up at blindside flanker to partner Leicester’s Tommy Reffell who complete’s the back-row at open-side.
Versatile Blues back Ben Thomas retains his starting spot at fly-half with Scarlets Sam Costelow again the backup on the replacements bench, he continues his regional partnership at half-back with Ellis Bevan.
Williams has overcome a knock picked up last weekend to take his place on the wing to accommodate Winnett with Dragons Rio Dyer on the other side.

Speaking on his selection Gatland said:
“We’re looking forward to getting back out on pitch this weekend in Melbourne.
“This week we’ve been going through our processes, building on what worked well and sharpening the areas that need improvement.
“We expect Australia to go up another level this weekend and we know we need to as well.
“We want to start well and make sure we are disciplined and accurate from the off. Then it’s about keeping in the arm-wrestle for the duration.”

Wales XV to face Australia:
Cameron Winnett, Liam Williams, Owen Watkin, Mason Grady, Rio Dyer; Ben Thomas, Ellis Bevan, Gareth Thomas, Dewi Lake (captain), Archie Griffin, Christ Tshiunza, Dafydd Jenkins, James Botham, Tommy Reffell, Taine Plumtree.
Replacements:
Evan Lloyd, Kemsley Mathias, Harri O’Connor, Cory Hill, Mackenzie Martin, Kieran Hardy, Sam Costelow, Nick Tompkins.
[Lead image: Welsh Rugby Union]
