Wallabies veteran George Gregan is set to equal Will Carling's record as the most capped international captain when he lines up against Fiji on Sunday.

The side announced by coach John Connolly also includes young flyhalf Berrick Barnes who has shrugged off a thigh injury to retain his place for the clash.

The 21-year-old, who has stepped up to fill the void left by the injured Stephen Larkham, pulled up in training yesterday but has recovered to partner Gregan once again.

Gregan leads the side with regular skipper Stirling Mortlock rested with a shoulder injury.

It will be the the 59th time Gregan has led the Wallabies and his latest achievement was heralded by his coach.

"He has a wonderful record in the game and this is another outstanding achievement," Connolly said of the 136-times capped No.9.

"His experience is invaluable to us and he will be remembered as one of Australia's greatest ever players."

The Wallabies have also been boosted by the inclusion of vice captain Phil Waugh at openside flanker for the clash with Fiji, while Mark Chisholm will make his first start of the tournament at lock and prop Greg Holmes returns to the lineup for the first time since the 2006 Tri Nations series.

Adam Ashley-Cooper, who missed the win over Wales with a toe injury, also returns to take the place of Mortlock who is unavailable until at least the quarter-finals.

"Fiji have been playing good rugby at this World Cup and have proven that if you allow them into the game by making mistakes, they will make you pay," added Connolly.

Fiji issued a clear message of intent to Wales by making 11 changes for the clash in Montpellier.

By naming a second-string team to face the Wallabies, Fiji have clearly decided to target a winner-takes-all clash with Wales on September 29 for a place in the quarter-finals.

Wales enjoy an three extra days preparation having played last night - so Fiji coach Ilie Tabua has made wholesale changes to keep his first string fresh for the Nantes showdown.

Seremaia Bai takes over as captain against Australia and is one of only four players to retain their place following last weekend's 29-16 win over Canada.

The other three are wingers Vilimoni Delasau and Isoa Neivua plus prop Henry Qiodravu.

Australia: Chris Latham, Drew Mitchell, Adam Ashley-Cooper, Matt Giteau, Lote Tuqiri, Berrick Barnes, George Gregan (captain), Wycliff Palu, Phil Waugh, Rocky Elsom, Dan Vickerman, Mark Chisholm, Guy Shepherdson, Stephen Moore, Matt Dunning

Replacements: Adam Freier, Greg Holmes, Hugh McMeniman, Stephen Hoiles, Sam Cordingley, Scott Staniforth, Julian Huxley

Fiji: N Liguiri; V Delasau, M Kunavore, S Bai (capt), I Neivua; W Luveniyali, J Daunivucu; A Yalayalatabua, V Sauturaga, H Qiodravu, I Domolailai, I Rawaqa, N Talei, A Ratuva, J Qovu.

Replacements: B Gadolo, J Railomo, W Lewaravu, S Koyamaibole, M Rauluni, G Lovobalavu, S Rabeni.