Ireland's Grand Slam skipper is one of 12 changes made by head coach Ian McGeechan to the side following Saturday's 37-25 victory over the Royal XV.

O'Driscoll last captained the Lions on the ill-fated night in 2005 when he suffered a dislocated shoulder only a minute into the first Test against New Zealand.

Lions manager Gerald Davies said: "Everyone is also delighted that Brian O'Driscoll, the Irish Grand Slam skipper, will lead the team."

David Wallace remains in the back row but switches to openside while Jamie Roberts and winger Tommy Bowe have also been retained.

Full-back Rob Kearney, winger Ugo Monye, flanker Tom Croft and lock Nathan Hines will all make their Lions debuts at Ellis Park.

Number eight Jamie Heaslip, scrum-half Mike Phillips, lock Alun-Wyn Jones, prop Phil Vickery and hooker Lee Mears all start after coming off the bench in Rustenberg at the weekend.

McGeechan said: "The starting XV is very different to the one that played against the Royal XV on Saturday.

"There are only three players backing up from that match but six of the replacements have been promoted to Wednesday's starting XV for the Golden Lions match.

"This is in line with our intention that all players will play a full match in the first three matches on tour."

Wales fly-half Stephen Jones get his first chance to compete for a Test jersey, replacing Ronan O'Gara, who scored 22 points as the Lions staged a late rally to win at the weekend.

Gethin Jenkins also comes into the side while loose-forwards Stephen Ferris and Andy Powell, who were ruled out of Saturday's game with hand and calf injuries respectively, are on the bench.

McGeechan has also included fly-half James Hook and hooker Ross Ford, who both received late call-ups, among the replacements.

Davies confirmed Wales winger Leigh Halfpenny will be flying out to join the tour after recovering from a thigh injury which had forced him to remain at home.

Halfpenny has been undergoing intensive treatment with the Cardiff Blues medics but they are now satisfied with his fitness levels.

Davies said: "We have had some encouraging and positive news regarding Leigh and he will come out as soon as possible."