New Zealand have surprisingly dropped three players from the side which edged out Australia 39-35 in last week's thrilling Tri-Nations opener.
For next Saturday's showdown with South Africa in Christchurch centre Mark Robinson replaces Alama Ieremia, openside flanker Josh Kronfeld returns in place of Scott Robertson and second row Troy Flavell takes over from Norm Maxwell.
South Africa have also made three changes, bringing in centre De Wet Barry for the injured Japie Mulder at inside centre, outhalf Braam van Straaten for Louis Koen and Corne Krige for second row Krynauw Otto, who was concussed in the Nelson Mandela Cup match with Australia two weeks ago.
However, Krige plays at flanker and Andre Venter moves up into Otto's position in the second row.
The most surprising All Black choice was Robinson for his second Test ahead of Ieremia who has played the previous four Tests.
Robinson made a big impression against Scotland with his ability to break through gaps in the backline but his defensive play will be under scrutiny given Ieremia's strong defensive qualities.
"Mark is a viable alternative to Alama, who has played every Test this year and most of the Super 12. Mark has also trained well with Pita Alatini this week," said All Black coach Wayne Smith.
As expected Kronfeld has a starting role. He was on the bench on Saturday but when called on in the second half he made an immediate impression with his defensive play.
The inclusion of Flavell at lock ahead of Norm Maxwell, who got into penalty troubles last Saturday, is to see how Flavell performs against world-class opposition.
"Giving him an opportunity strengthens our squad in the longer term. He's very athletic," Smith said.
South Africa have stuck with Werner Swanepoel at the scrumhalf position over Joost van der Westhuizen, who became the country's most capped international with 62 when he replaced Swanepoel for the last two minutes in Melbourne.
New Zealand: C Cullen; T Umaga, M Robinson, P Alatini, J Lomu; A Mehrtens, J Marshall; C Hoeft, A Oliver, K Meeuws, T Flavell, T Blackadder, T Randell, J Kronfield, R Cribb. Replacements: L MacDonald, T Brown, B Kelleher, S Robertson, N Maxwell, C Dowd, M Hammett.
South Africa: Barry, T Delport; B van Straaten, W Swanepoel; R Kempson, C Marais, C Visagie, A van den Berg, A van den Berg, K Krige, R Erasmus, A VenterA Vos. Replacements: C Williams, G Esterhuizen, J van der Westhuizen, W Brosnihan, W Meyer, J Labuschagne, J Smit.