Foley, a veteran of 60 Tests for the Wallabies, was left out of the starting side by Michael Cheika.
Kurtley Beale will start at fly-half and Matt Toomua at inside centre for the clash at Suncorp Stadium in Brisbane.
The Wallabies have lost just three of nine Tests with Beale starting at fly-half (four wins, two draws).
Israel Folau makes his return from an ankle injury to take his place at full-back and Brumbies lock Rory Arnold starts in the second row.
Cheika and the Wallabies are under huge pressure after two heavy losses to New Zealand.
They are bottom of the Rugby Championship table, while South Africa are second to the All Blacks.
Starting XV: Israel Folau, Dane Haylett-Petty, Reece Hodge, Matt Toomua, Marika Koroibete, Kurtley Beale, Will Genia; Scott Sio, Tatafu Polota-Nau, Allan Alaalatoa, Rory Arnold, Adam Coleman, Lukhan Tui, Michael Hooper, David Pocock.
Replacements: Folau Faingaa, Tom Robertson, Taniela Tupou, Izack Rodda, Ned Hanigan, Joe Powell, Bernard Foley, Jack Maddocks.