Whiteley has recovered from a knee injury and is one of four changes to the Emirates Lions side that lost in Christchurch two weeks ago. The Highvelders had a bye last weekend.
Springbok hooker Malcolm Marx is also back following his rest against the defending champions, while fellow Bok Courtnall Skosan returns for duty on the wing as does midfielder Harold Vorster.
The Pride of Jozi have won their last four matches against the NSW outfit. They seem to have a winning appetite for Australian opposition as they have been successful in 10 out of 12 fixtures featuring Aussie sides, although they were defeated 31-20 by the Brumbies in their last such fixture played on Saturday, 13 April in Canberra.
Emirates Lions: Andries Coetzee; Courtnall Skosan, Lionel Mapoe, Harold Vorster, Aphiwe Dyantyi; Elton Jantjies, Ross Cronje; Warren Whiteley (captain), Vincent Tshituka, Kwagga Smith, Marvin Orie, Stephan Lewies, Carlu Sadie, Malcolm Marx, Sti Sithole. Replacements: Jan-Henning Campher, Dylan Smith, Johannes Jonker, Wilhelm van der Sluys, Marnus Schoeman, Nic Groom, Shaun Reynolds, Tyrone Green.
Waratahs: 15 Kurtley Beale, 14 Alex Newsome, 13 Lalakai Foketi, 12 Karmichael Hunt, 11 Curtis Rona, 10 Bernard Foley, 9 Nick Phipps, 8 Michael Wells, 7 Michael Hooper (captain), 6 Ned Hanigan, 5 Rob Simmons, 4 Tom Staniforth, 3 Sekope Kepu, 2 Damien Fitzpatrick, 1 Harry Johnson-Holmes. Replacements: 16 Andrew Tuala, 17 Tom Robertson, 18 Chris Talakai, 19 Hugh Sinclair, 20 Will Miller, 21 Jake Gordon, 22 Adam Ashley-Cooper, 23 Cam Clark.
Head to head:
Emirates Lions: 5
Waratahs won: 7
Emirates Lions points: 291
Waratahs points: 375
Average score: 24-31
Date: Saturday, 11 May
SA time: 15h05
Venue: Emirates Airline Park, Johannesburg
Referee: Egon Seconds
Assistant referees: Jaco Peyper, Rasta Rasivhenge
Television Match Official: Willie Vos