O'Connor was dropped after missing a function for the Wallabies World Cup squad announcement but returns to the side on the wing to replace Digby Ioane, who fractured his thumb in their opening win over Italy.
Adam Ashley-Cooper switches to the left wing to allow O'Connor to patrol his favoured right slot.
Drew Mitchell takes O'Connor's place on the replacements bench in the only other change to the side that beat Italy 32-6 in Albany on Sunday.
Outside centre Anthony Fainga'a retains his place despite a poor showing in the opening World Cup win, as does lock Dan Vickerman, who said he had let his teammates down by talking back to the referee.
Team: 15-Kurtley Beale, 14-James O'Connor, 13-Anthony Fainga'a, 12-Pat McCabe, 11-Adam Ashley-Cooper, 10-Quade Cooper, 9-Will Genia, 8-Radike Samo, 7-David Pocock, 6-Rocky Elsom, 5-James Horwill (captain), 4-Dan Vickerman, 3-Ben Alexander, 2-Stephen Moore, 1-Sekope Kepu.
Replacements: 16-Tatafu Polota-Nau, 17-James Slipper, 18-Rob Simmons, 19-Ben McCalman, 20-Scott Higginbotham, 21-Luke Burgess, 22-Drew Mitchell.