With Australia already guaranteed a place in the World Cup quarter-finals, head coach John Connolly took the opportunity to make 11 changes for Saturday's final Pool B match against Canada.

George Smith was set to skipper a side featuring 11 changes from the 55-12 victory over Fiji last weekend.

Smith said: "The captaincy sits well with me. The coaching staff showed faith in me to lead the side this weekend and I'm very honoured, very privileged to take that role.

"A couple of nights ago Knuckles (Connolly) took me aside and offered it to me and I accepted. I was very happy and honoured that the coaching staff showed faith in me. It's great.''

The only players to retain their places from last week's victory in Montpellier were oringinally wingers Drew Mitchell and Lote Tuqiri, who is still hunting his first try of the tournament, centre Adam Ashley-Cooper and lock Mark Chisholm.

The versatile Julian Huxley takes over from Berrick Barnes at fly-half, Cameron Shepherd comes in at full-back while former Swansea scrum-half Sam Cordingley will win his 14th Test cap.

Up front, David Lyons starts his first game of the World Cup at number eight, Hugh McMeniman comes in at blindside flanker while hooker Adam Freier will pack down with props Al Baxter and Greg Holmes

"These guys have been waiting for their opportunity. They may be a little under-done in terms of games but they're fresh and we will expect a performance,'' said head coach John Connolly.

Scott Staniforth was been provisionally named at inside centre despite concerns over the shoulder injury he suffered just seconds after coming on as a replacement against Fiji but was ruled out on Friday after failing to recover fully.

Staniforth's absence has prompted a major back-line reshuffle which sees Chris Latham return to the side at full-back and Lote Tuqiri moved to outside centre.

Adam Ashley Cooper switches from outside centre to take over Staniforth's 12 jersey with Tuqiri slotting into midfield.

As a result, Cameron Shepherd switches to the wing and Latham returns to the starting XV with Matt Giteau, who Connolly was desperate to rest before the quarter-final, coming onto the bench.

Staniforth's injury puts Australia's back resources under real pressure, with Stephen Larkham (knee) and Stirling Mortlock (shoulder) also out.

Rookie Barnes has been rested for the Canada game to overcome a minor thigh strain to ensure he is fit to face either Tonga or England in the Marseille quarter-final.

Larkham left hospital today after undergoing a second knee operation in the space of eight days and is aiming to be fit for a semi-final return.

Canada coach Ric Suggitt and his staff have made eight changes, two of them positional, from the team that played Japan on Tuesday night at the same venue.

Three changes are in the forwards: lock Luke Tait, who started against Wales in Canada's first RWC game, and who came on as an impact substitute against Fiji in his seventeenth cap, comes back into the starting line-up replacing Pau professional Mike Burak who goes to the bench.

Vancouver flanker David Biddle, who started in Canada's initial games against Wales and Fiji in only his second and third full caps, comes back as open-side flanker. Biddle's size and robust play will be needed to counter the Australian back row led by captain George Smith and including Hugh McMeniman and David Lyons.

He will be aided in his task by Sean-Michael Stephen, who comes back into the starting line-up after being out of it for the Japan game, when his Niagara Thunder teammate Aaron Carpenter was preferred. Carpenter returns to the reserve bench for this upcoming game where he is listed in the reserve hooker role. He may also be used as a back-row reserve, as in past occasions.

Canada's revamped backline sees Ander Monro return to fly-half, where he began against Wales in his eighth cap.

Derek Daypuck wins his first-ever selection at a Rugby World Cup at inside centre.

Daypuck will be joined in the centres by Mike Pyke, who has played fullback in Canada's recent games, but who filled in as a centre in Canada's last game against Japan when Craig Culpan came off injured in the second-half. Pyke, who will be playing in his 23rd international match, is a dynamic runner with the ball in hand and has an enormous punt that will surely come in handy against Australia.

Justin Mensah-Coker, now fully recovered from a hamstring injury that has plagued him in recent weeks, wins his first World Cup start on the wing, though he did come on briefly against Japan on Tuesday.

DTH van der Merwe, who has played on the wing in all World Cup matches thus far, and who scored his fifth try in his sixth cap, against Japan moves to fullback.

For Mike James and Morgan Williams this will be a bittersweet match, in that it will mark the end of two brilliant professional and Canadian international careers. James will play his fifty-seventh game for Canada in a career that began against the USA at Long Beach California as a twenty year-old in 1994 and has seen him play in four World Cups.

For Williams his 55-cap career has come a full circle back to France and Bordeaux where his professional career began. Though he began his test career against Tonga in 1999, it exploded at the Rugby World Cup in 1999 when in only his fourth cap Williams scored two tries against France in Beziers, which led to him winning his first professional contract here with the Begles Bordeaux club.

Prop Rod Snow who will be playing in his fourteenth RWC game and in his 62nd international match for Canada, this may, or may not be, his last international game. He suggested yesterday that he would still be available for selection in the future should Canada ask him.

Australia: Greg Holmes, Adam Freier, Al Baxter, Nathan Sharpe, Mark Chisholm, Hugh McMeniman, George Smith(c), David Lyons, Sam Cordingley, Julian Huxley,
Drew Mitchell, Adam Ashley-Cooper, Lote Tuqiri, Cameron Shepherd, Chris Latham.

Replacements: Sean Hardman, Guy Shepherdson, Rocky Elsom, Phil Waugh, Stephen Hoiles, George Gregan, Matt Giteau.

Canada: Rod Snow, Pat Riordan, Jon Thiel, Luke Tait, Mike James, Colin Yukes, Dave Biddle, Sean-Michael Stephen, Morgan Williams(c), Ander Monro, James Pritchard, Derek Daypuck, Mike Pyke, Justin Mensah-Coker, Dth van der Merwe.

Replacements: Aaron Carpenter, Dan Pletch, Mike Pletch, Mike Burak, Mike Webb, Ed Fairhurst, Dave Spicer.