Friday, 6 July 2012:

Melbourne Rebels are wary of the hapless Lions as they chase their first Super Rugby win outside Australia.

The Rebels have lost all six of their offshore games and, in the process, have failed to concede less than 38 points a match.

Their average losing margin outside Australia is just under 30 points.

"As a team and as an organisation, it's something we're really striving to achieve - to have that first win away from Australian soil," Rebels prop Nic Henderson told AAP from South Africa.

"Sometimes, other teams probably go away from the tactics that they have employed in Australia that have won them games and try and play a different style of rugby because of altitude or cope with the effects of travel."

The match against the last-placed Lions in Johannesburg early on Sunday morning (AEST) would appear a great opportunity to break their drought in foreign territory.

The Lions have won just two out of 14 games this season and recently suspended coach John Mitchell.

"We've seen it before in rugby league and rugby, to some extent as well, where coaches are put to the side and a team just seems to come together and gel and they finish off the season quite strongly," Henderson said.

"They've got a really strong forward pack. I don't think there's a good time to play them, especially at altitude."

James Hilgendorf will replace the injured James O'Connor at five-eighth, with Julian Huxley coming in at fullback for the Rebels' other hurt Wallabies playmaker, Kurtley Beale.

"We'd obviously love to have them (Beale and O'Connor) playing, but one thing we have this year that we didn't have last year was probably depth in those positions," Henderson said.

Melbourne coach Damien Hill has made three changes to his starting pack.

Ged Robinson comes in at hooker for Adam Freier, Al Campbell replaces Hugh Pyle in the second row and Tim Davidson takes over at blindside flanker from Tom Chamberlain.

The Lions have also made a number of changes with halfback Michael Bondesio, fullback James Kamana and centre Waylon Murray all coming into the run-on side.

Rebels: Julian Huxley, Mark Gerrard, Mitch Inman, Stirling Mortlock (capt), Cooper Vuna, James Hilgendorf, Nick Phipps, Gareth Delve, Hugh Perrett, Tim Davidson, Al Campbell, Cadeyrn Neville, Jono Owen, Ged Robinson, Nic Henderson. Res: Adam Freier, Paul Alo-Emile, Hugh Pyle, Luke Jones, Richard Kingi, Lachlan Mitchell, Lloyd Johannson.

Lions: James Kamana, Lionel Mapoe, Waylon Murray, Butch James, Anthony Volmink, Elton Jantjies, Michael Bondesio, Joshua Strauss (capt), Grant Hattingh, Derick Minnie, Franco Van der Merwe, Hendrik Roodt, Jacobie Adriaanse, Callie Visagie, JC Janse van Rensburg. Res: Martin Bezuidenhout, Ruaan Dreyer, Etienne Oosthuizen, Jaco Kriel, Ross Cronje, JR Esterhuizen, Ruan Combrinck.

AAP