Uncapped lock Blake Enever will make his Australia debut against England on Saturday after Adam Coleman failed a fitness test.
The influential Coleman injured his thumb during the Wallabies' victory over Wales last weekend, but was named in the side to take on the Six Nations champions after coming through training on Thursday.
Australia checked on Coleman again on the eve of the match, though, and the enforcer was ruled out of the Cook Cup showdown.
Brumbies' Enever, 26, gets his chance against Eddie Jones men ahead of Matt Philip, with Lukhan Tui also unavailable due to a hamstring injury.
Lopeti Timani has been named among the replacements, with wing Henry Speight dropping out of the squad.
Australia: Kurtley Beale, Marika Koroibete, Tevita Kuridrani, Samu Kerevi, Reece Hodge, Bernard Foley Will Genia; Scott Sio, Tatafu Polota-Nau, Sekope Kepu, Rob Simmons, Blake Enever, Ned Hanigan, Michael Hooper (captain), Sean McMahon.
Replacements: Stephen Moore, Tom Robertson, Allan Alaalatoa, Matt Philip, Ben McCalman, Lopeti Timani, Nick Phipps, Karmichael Hunt.