John Connolly has rated the 2007 Phil Waugh a more complete player after ushering his vice-captain back onto Australia's bench for Saturday's crunch World Cup clash with Wales in Cardiff.

Connolly raised eye-brows by dropping the ball-scavenging flanker for the Wallabies' tournament-opening win over Japan in Lyon on the weekend.

But the coach revealed Waugh was not far behind in-form starting No.7 George Smith and believed he was continually improving his game.

Connolly praised the NSW skipper's ability to add an extra dimension to his ultra-physical game through better running, ball-playing and link work.

"I think Phil Waugh's a guy who's definitely developed his game a lot in the last 12 or 18 months," he said.

"He now brings a reasonable running option and he's good with the ball in hand now as you see in training and I think it can definitely add something.

"He's such a tough competitor and he's such an important member of the team."

Waugh comes back on to the beefed-up Wallabies bench after the selectors opted to revert to their favoured 5-2 forwards-backs split.

The 27-year-old was pushed out when young flyhalf Berrick Barnes was given a chance to make his Test debut against the Cherry Blossoms.

While both Waugh and Smith started regularly under former coach Eddie Jones, Connolly maintained it was unlikely he'd put both openside flankers on the field together.

In the two changes to Australia's starting team, prop Guy Shepherdson has replaced Al Baxter at tight-head after overcoming knee and quad injuries and Drew Mitchell takes the place of injured winger Adam Ashley-Cooper.

Shepherdson underwent minor knee surgery six weeks ago but Connolly said he'd recovered well to be close to top shape.

"He's trained well, he's fine," Connolly said.

"He's played a lot of footy this year so it hasn't taken him long to come back."

Connolly played down the chances of Ashley-Cooper, who hyper-extended his big toe against Japan, playing after bracketing him with the versatile Julian Huxley on the bench.

A final decision will be made on the eve of the likely pool B-decider at the roofed Millennium Stadium.

Mark Chisholm's better ability to cover lock has won him a recall ahead of Hugh McMeniman.

"We think Chis is probably a better cover at lock if an injury does occur," Connolly said.

"We think Hugh McMeniman's a player with a tremendous amount of talent but a little raw and on a very steep learning curve.

"The way we want to play we think Chis just suits us a bit more at the moment."

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