Only Alex Corbisiero and Mark Cueto start for a consecutive week as Johnson rotates his squad ahead of Rugby World Cup selection on August 22.
Richard Wigglesworth gets the nod at number nine, partnering Toby Flood in a back line which otherwise replicates that which started all but one of England's 2011 RBS 6 Nations matches.
Northampton Saints flanker Tom Wood, who won his first cap in England's 26-19 win over Wales back in February, joins Hendre Fourie and Nick Easter in a back row starting together for the first time. Fourie collects his second England start and wins his first cap away from home.
Looking ahead to the game Martin Johnson said:
"Last weekend's match was hugely competitive and we expect more of the same as we prepare to travel to the Millennium Stadium. We took a lot out of Saturday's game and this weekend gives the selected players their opportunity and a chance for us to improve our overall performance."
Ben Foden; Chris Ashton, Mike Tindall (capt), Shontayne Hape, Mark Cueto; Toby Flood, Richard Wigglesworth; Alex Corbisiero, Steve Thompson, Dan Cole; Louis Deacon, Courtney Lawes; Tom Wood, Hendre Fourie, Nick Easter
Lee Mears, Matt Stevens, Tom Palmer, James Haskell, Danny Care, Charlie Hodgson, Matt Banahan