Berrick Barnes will make his return at inside centre for the injury-ravaged NSW Waratahs in their crucial Super Rugby clash with the Bulls in Pretoria on Saturday morning (AEST).

Barnes has suffered three head knocks this season and missed the South African tour opening 26-21 loss to the Sharks in Durban last Sunday.

NSW Coach Chris Hickey has made five changes to his starting side, two of them forced by injury with prop Sekope Kepu and centre Ryan Cross both heading back to Sydney to commence treatment on their knee injuries suffered against the Sharks.

Daniel Halangahu retains the No.10 jersey usually worn by Barnes while regular inside centre Tom Carter shifts to outside centre to fill the void left by Cross.

Experienced international Al Baxter replaces Kepu while captain Dean Mumm moves to flanker while Kane Douglas returns to the starting side and will partner Sitaleki Timani in the second row.

NSW led the Sharks 21-13 with 25 minutes to go when fullback Kurtley Beale kicked a penalty awarded after Sharks flanker Jean Deysel was sin binned for a choke hold on Carter.

But the Sharks capitalised on the visitors' turnovers and poor discipline to score 13 unanswered points.

The result left the Waratahs wobbling on the finals tightrope with three rounds remaining.

The Sharks (47 points) displaced the Waratahs (46) from fifth with the Bulls (45) and Highlanders (44) still in contention.

Hickey is looking forward to the Bulls clash.

"Loftus is one of the great grounds in world Rugby and the Bulls have one of the most parochial crowds in the competition," said Hickey.

"Put those together and it creates a very special atmosphere which I know the players will enjoy.

"We've had to make a few changes but everyone combined well on Monday when we had our first hit out for the week and I'm confident in the side we've named.

"We played well here last year but let ourselves down at stages which we cannot afford to do this week."

NSW Waratahs(15-1): Kurtley Beale, Lachie Turner, Tom Carter, Berrick Barnes, Sosene Anesi, Daniel Halangahu, Luke Burgess, Ben Mowen, Chris Alcock, Dean Mumm (capt), Kane Douglas, Sitaleki Timani, Al Baxter, Tatafu Polota-Nau, Benn Robinson. Res: John Ulugia, Paddy Ryan, Pat O'Connor, Dave Dennis, Hugh Perrett, Brendan McKibbin, Atieli Pakalani.

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