ROME -- No. 8 Kieran Read will captain New Zealand for the first time, leading the team against Italy at Stadio Olimpico with only winger Julian Savea retained as a starter from the 51-22 defeat of Scotland last weekend.
Coach Steve Hansen promised to give all of the 32-man squad a game in the first two matches on the European tour, including resting regular skipper Richie McCaw for Saturday's test.
Read, who has played 46 tests since 2008, is expected to lead the All Blacks next year when his Crusaders teammate McCaw takes a six-month break.
Italy made eight changes on Thursday, including giving lock Francesco Minto his debut, after edging Tonga 28-23 last weekend.
While the All Blacks made 14, back in were first-choice forwards Tony Woodcock, Keven Mealamu and Liam Messam, and backs Aaron Smith, Ma'a Nonu and Conrad Smith.
Not considered because of injuries were Ben Smith (cheek), Tamati Ellison (toe) and Israel Dagg (buttock).
Prop Dane Coles and scrumhalf Tawera Kerr-Barlow, who made their debuts at Murrayfield, were in the reserves.
"We were happy with our performance last weekend against Scotland but also knew there were areas for improvement ahead of the Italian test and we have been working on getting that right this week," coach Steve Hansen said on Thursday.
"The team last week put a stake in the ground, and while the performance was nowhere near perfect, there was some quality rugby played. There is now an opportunity for this group to build on that."
New Zealand has never lost to Italy.
The Italians will field a new halves combination, with Edoardo Gori taking over for Tobias Botes at scrumhalf and Luciano Orquera replacing Kris Burton at flyhalf.
Also, Mirco Bergamasco returns on the wing after sitting out the Tonga win with muscle problems, and will play alongside Giovambattista Venditti, who was on the bench in Brescia.
Simone Favaro substitutes Roberto Barbieri at openside flanker.
Captain and No. 8 Sergio Parisse earns his 90th cap, having made his debut as an 18-year-old in 2002 in a 64-10 loss to the All Blacks.
New Zealand: Beauden Barrett, Hosea Gear, Conrad Smith, Ma'a Nonu, Julian Savea, Aaron Cruden, Aaron Smith; Kieran Read (captain), Sam Cane, Liam Messam, Brodie Retallick, Ali Williams, Charlie Faumuina, Keven Mealamu, Tony Woodcock. Reserves: Dane Coles, Wyatt Crockett, Ben Franks, Samuel Whitelock, Victor Vito, Tawera Kerr-Barlow, Daniel Carter, Cory Jane.