With Otago 10th in the Air New Zealand Cup and Counties-Manukau last, there is nothing left to play for but pride.
Charlie Hore moves from second five-eighth to fullback to replace All Black Ben Smith, while Ryan Shortland and Brett Mather are back into the side on the left wing and centre respectively, after recovering from injuries which kept them sidelined last week.
Aaron Bancroft moves in a place to second five-eighth, while Glenn Dickson will start in the No 10 jersey, allaying concerns after he received a knock to an eye last week in the win against Tasman.
In the forward pack, Eben Joubert comes on to the blindside flank for All Black Adam Thomson, and Seko Kalou makes his first start for the year as a replacement for Tom Donnelly, who is away on national duty.
Lock Hoani Matenga pulled a hamstring in the win last week and is unable to play tomorrow.
Otago coach Steve Martin said Hore was the logical choice to go to the back.
"He's played there for us before and is a very experienced player and knows his way around back there," Martin said.
"Ben has really been a revelation back there with the way he has played. Losing him is a big blow as he is a genuine class player."
Otago will have to look to the likes of Shortland and fellow winger Karne Hesketh to make breaks against a dangerous Counties-Manukau side.
Martin said Otago still had plenty to play for.
The players wanted to end the season on a high, and there were contracts up for grabs.
He said no-one would be taking Counties-Manukau lightly.
"They have been trouble for most sides, especially in those initial periods. They have many good ball-runners who are not afraid to have a go from a long way out.
"They have nothing to lose and will have a real crack at us."
Counties-Manukau has won just two games all season but the has not died wondering.
The visiting team has some exciting backs, especially fullback Tim Nanai-Williams, who has the ability to break the line.
Otago v Counties-Manukau
Carisbrook, tomorrow, 5.30pm
Otago: Charlie Hore, Karne Hesketh, Brett Mather, Aaron Bancroft, Ryan Shortland, Glenn Dickson, Sean Romans, Paul Grant, Alando Soakai (captain), Eben Joubert, Seko Kalou, Hayden Triggs, Kees Meeuws, Peter Mirrielees, Ben Nolan.
Reserves: Jason Macdonald, Sam Hibbard, Charlie O'Connell, Steven Setephano, James Kenny, Michael Witt, Andrew Parata.
Counties-Manukau: Tim Nanai-Williams, Ahsee Tuala, Siale Piutau, Dean Cummins, Sherwin Stowers, Tasesa Lavea (captain), Samisoni Fisilau, Waka Setitaia, DJ Forbes, Fritz Lee, Rees Logan, Alepini Olosoni, Tuaefe Palelei, Ilaisa Maasi, Simon Lemalu.
Reserves: Matt Holloway, Kojak Faioso, Jamie Chipman, Ryoto Asano, Notise Tauafao, Josh Hall, David Raikuna.
