Named amongst the replacements is Gloucester prop Paul Doran-Jones who also started last weekend for England at Twickenham against the Barbarians although the third Gloucester tourist, Mike Tindall, is not involved on Tuesday.
The Australia Barbarians have named a strong side for the occasion featuring 10 full internationals.
Fly-half Berrick Barnes and number eight Stephen Hoiles are joint captains as they return after lengthy absences.
Huia Edmonds, who won his first cap on Saturday against Fiji, will start, with seven others from that squad involved.
Scrum-half Luke Burgess and full-back Kurtley Beale are on the bench after starting the 49-3 win over Fiji.
Tuesday's game kicks off at 1200 BST (1900 local time).
D Armitage (London Irish); M Banahan (Bath), M Tait (Sale Sharks), O Barkley (Bath), U Monye (Harlequins); C Hodgson (Sale Sharks), R Wigglesworth (Sale Sharks); D Flatman (Bath), L Mears (Bath), D Wilson (Bath), D Attwood (Gloucester), G Parling (Leicester), C Robshaw (Harlequins, capt), H Fourie (Leeds), D Ward-Smith (Wasps).
G Chuter (Leicester), P Doran-Jones (Gloucester), C Lawes (Northampton), J Worsley (Wasps), P Hodgson (London Irish), S Geraghty (Northampton), D Waldouck (Wasps).
J O'Connor (Western Force); N Cummins (Western Force), W Chambers (Queensland Reds), A Faingaa (Queensland Reds), L Turner (NSW Waratahs); B Barnes (NSW Waratahs, co-captain), J Valentine; P Cowan (Western Force), H Edmonds (ACT Brumbies), L Weeks (Queensland Reds), M Chapman (ACT Brumbies), M Chisholm (ACT Brumbies), B McCalman (Western Force), M Hodgson (Western Force), S Hoiles (ACT Brumbies).
D Fitzpatrick (NSW Waratahs), J Slipper (Queensland Reds), K Douglas (NSW Waratahs), P McCutcheon (NSW Waratahs), L Burgess (NSW Waratahs), K Beale (NSW Waratahs), P Hynes (Queensland Reds).
* England v Australia Barbarians is not a capped game.