Italy change three for Wallabies Test
O'Shea brought in scrumhalf Tito Tebaldi to the starting side for the first time in three years, with back row Andries Van Schalkwyk at No.8 and Marco Lazzaroni in line for a debut off the bench for Saturday's international.
The changes follows a 19-22 defeat at the hands of Fiji last weekend, which extended the Italians' losing streak to eight games.
The loss was accompanied with a host of injuries to several experienced players, including Australian-born Luke McLean, Italy has come to Australia with a young squad, with an average age of 25.
O'Shea's side pushed England in the Six Nations before going down 15-36 at Twickenham in February.
"We came so close - we should've beaten Fiji on the balance looking back on the game but we know this is a step-up in class," O'Shea said.
"We've a lot of changes to make, we're on a huge growth curve in Italian rugby.
"Changes that should've been made years ago, we're making now with group of young players who are learning a lot, getting better."
Italy: 15 Edoardo Padovani, 14 Angelo Esposito, 13 Michele Campagnaro, 12 Tommaso Boni, 11 Giovambattista Venditti, 10 Tommaso Allan, 9 Tito Tebaldi, 8 Andries Van Schalkwyk, 7 Maxime Mbanda, 6 Francesco Minto (captain), 5 Dean Budd, 4 Marco Fuser, 3 Simone Ferrari, 2 Luca Bigi, 1 Andrea Lovotti.
Replacements: 16 Ornel Gega, 17 Federico Zani, 18 Pietro Ceccarelli, 19 Marco Lazzaroni, 20 Abraham Steyn, 21 Edoardo Gori, 22 Carlo Canna, 23 Tommaso Benvenuti.
Date: Saturday, June 24
Venue: Suncorp Stadium, Brisbane
Kick-off: 15.00 (07.00 Italy time; 05.00 GMT)
Referee: Matthew Carley (England)
Assistant referees: Wayne Barnes (England), Brendon Pickerill (New Zealand)
TMO: Ben Skeen (New Zealand)
Agence France-Presse