The changes in the pack are forced by a calf injury to Phil Gilbraith although he may make the bench.
Fortunately, Dan Boatman has recovered after limping off at half time last Saturday, while Alex Barker is available but will have to be content vwith a place on the bench after such a convincing team display against Athletic.
The Stags have got a few people sitting up and taking notice after the 53 points demoliotion of an Athletic side which is still on the crest of a wave after gaining promotion.
Hartlepool II's are being run by Brian Foreman, who has also got his boots back on, and will provide meaty opposition.
Stags likely line up:
Martin Boatman, Anthony Cheslin, Phil Wallis, Paul Moss, Chris Young, Chris Martin, Colin Cheslin, Anth Williams, Phil Butler, Ryan Phillips, Steve Clayton, Dan Boatman, Will Richardson, Greg Edwards [capt], Carl Miller. Reps: Tommy Barff, Mark Cholmondeley, Alex Barker, Phil Gilbraith, Andrew Hare, Paul Oliver.