Adam Thomson, Ben Smith and Tamati Ellison all played against Bay of Plenty last Thursday but are on All Black duty in Wellington this weekend, so they will not be available.
The team was named late last night.
Coach Tony Brown has made nine changes to the team which lost 31-19 to Bay of Plenty last week.
Against Southland, captain Paul Grant will make his first start from his customary No 8 position. He had previously started at lock but moves to the back of the scrum.
Gareth Evans starts on the bench while Lee Allan will get his first start in the ITM Cup from the openside flank.
The hard-running TJ Ioane, who was yellow-carded against Rotorua, will start on the other side.
Tom Franklin comes into lock, while Scott Manson and Liam Coltman return to the front row.
Props Tama Tuirirangi and Aki Seuli had left the field against Bay of Plenty with neck injuries, which led to golden oldies scrums in the later stages of the game, but the injuries were not considered serious, and they are free to play on Thursday.
Jayden Spence moves to centre, with Marshall Suckling starting on the wing. Tony Ensor will start at fullback.
Lock Justin Ives may have been in with a shot at getting a start but he injured an ankle in a game on Saturday and is out for a couple of weeks.
Hooker Sam Anderson-Heather picked up a knock to his knee in the game at Rotorua and was not considered for the game in Invercargill.
Though the season is only two rounds old, the loser of the match in Invercargill may find it hard to get back into finals contention.
Otago has one win but Southland has lost both its opening games.
The match is for the Donald Stuart Memorial Trophy. Otago last held it in 2008.
Otago team to play
Southland on Thursday
Tony Ensor, Marshall Suckling, Jayden Spence, Glenn Dickson, Buxton Popoali'i, Hayden Parker, Fumiaki Tanaka, Paul Grant (captain), Lee Allan, TJ Ioane, Rob Verbakel, Tom Franklin, Tama Tuirirangi, Liam Coltman, Scott Manson.Reserves: Shota Horie,Aki Seuli, Gareth Evans, Adam Hill, Brad Weber, Peter Breen, Michael Collins.
