Wallabies stars Adam Ashley-Cooper and Bernard Foley have been rested for the NSW Waratahs’ Super Rugby clash with the Sunwolves in Newcastle on Friday night.

Karmichael Hunt will replace Ashley-Cooper and partner Kurtley Beale in the centres while Mack Mason is the new five-eighth.

In the forwards, Michael Wells gets his first start of the season at No.8 in place of the rested Jack Dempsey, who has has been given a spell, while Lachlan Swinton has been promoted to cover the injured Jed Holloway.

Holloway sustained rib cartilage damage in last week’s win over the Crusaders, prompting coach Daryl Gibson to start Swinton at blindside flanker with Ned Hanigan moving to the second row.

Gibson said the changes in no way suggested the Australian conference leaders were disrespecting the bottom-placed Sunwolves, especially after only escaping with a one-point win in their round-two meeting in Tokyo.

“We’ve got some small changes in my view and we’ve still got a very good side that we’re putting out,” he said.

WARATAHS: Israel Folau, Cam Clark, Karmichael Hunt, Kurtley Beale, Curtis Rona, Mack Mason, Nick Phipps, Michael Wells, Michael Hooper, (capt), Lachlan Swinton, Rob Simmons, Ned Hanigan, Sekope Kepu, Damien Fitzpatrick, Harry Johnson-Holmes, Reserves: Andrew Tuala, Rory O’Connor, Chris Talakai, Ryan McCauley, Tom Staniforth, Jake Gordon, Lalakai Foketi, Alex Newsome.