Namibian coach Johan Diergaardt has made six changes - five in the forward pack - for their World Cup Pool D clash with Southern African neighbours and defending champions South Africa on Thursday.

Bertus O'Callaghan was swapped with Hugo Horn at hooker on Tuesday for his first start in the tournament following the 49-12 loss to Samoa last week, and tighthead prop Marius Visser will make his first appearance in the cup, with Raoul Larson dropping out of the 22.

Tinus du Plessis returns to the blindside flank, moving Jacques Nieuwenhuis back to No.8 at the expense of PJ van Lill and restoring the same loose trio that played Fiji in their cup opener.

In the only change to the backline, Heine Bock will make his first start in the cup on the left wing in place of Llewellyn Winkler, whose running chip and catch to send in center Danie van Wyk was one of the highlights in the Samoa game in Rotorua.

At kick-off in North Harbour Stadium, 10 of the Namibia side will have started in all three Pool D games. That includes all of the backs except the left wing, loosehead prop Johnnie Redelinghuys, lock Heinz Koll, stand-out captain Burger and Nieuwenhuis.

Burger said that after conceding 49 points each to Fiji and Samoa, Namibia still had more to offer.

"Hopefully you've not seen the best of us. Hopefully we can do better than we've done in our previous two games," he said. "I do believe we've got a lot of good players in our team and we can do a lot better. We can do better and we will do better this week.

"I really believe in my team and we can give South Africa a good show."

The teams have met only once, in 2007, and the Springboks won the World Cup warm-up 105-13. Namibia still has 10 survivors in Thursday's 22 from that match in Cape Town, including du Plessis.

"It's going to be awesome. South Africa are our neighbours, so it's a bit of a grudge match," du Plessis said. "We played them in 2007 and it didn't go so well. We were just young guys coming out of club rugby," he explained.

Namibia: 15 Chrysander Botha, 14 Danie Dames, 13 Danie Van Wyk, 12 Piet Van Zyl, 11 Heine Bock, 10 Theuns Kotze, 9 Eugene Jantjies, 8 Jacques Nieuwenhuis, 7 Jacques Burger (captain), 6 Tinus du Plessis, 5 Nico Esterhuyse, 4 Heinz Koll, 3 Marius Visser, 2 Bertus O'Callaghan, 1 Johnnie Redelinghuys.
Replacements: 16 Hugo Horn, 17 Jane Du Toit, 18 PJ van Lill, 19 Rohan Kitshoff, 20 Ryan De La Harpe, 21 Darryl De La Harpe, 22 Conrad Marais.

Date: Thursday, September 22
Venue: North Harbour Stadium, Albany
Kick-off: 20.00 (08.00 GMT)
Referee: George Clancy (Ireland)
Assistant referees: Bryce Lawrence (New Zealand), Tim Hayes (Wales)
TMO: Graham Hughes (England)