England will hand first starts to five players in Sunday's game - centre Henry Trinder (Gloucester), lock Graham Kitchener (Worcester), prop Joe Marler (Harlequins), and flankers Tom Johnson (Exeter) and Carl Fearns (Sale).
Head coach Stuart Lancaster said: "It's a young England side and the squad has an average age of 23. But these are players who've been in terrific form for their clubs."
The side will form the core of the England Saxons squad defending the Churchill Cup next month with the Saxons taking on Tonga at Kingsholm on June 12th, the first match in a double header at Gloucester Rugby with Italy A vs Russia also being played that day.
"It's a very exciting line-up with a good blend of experience and youth.
"We have the opportunity to measure ourselves against a very experienced Barbarians side including some of the very best players in the world."
Brown (Harlequins), Simpson-Daniel (Gloucester), Trinder (Gloucester), Banahan (Bath), U Monye (Harlequins), Hodgson (Sale), Hodgson (London Irish); Marler (Harlequins), Paice (London Irish), Doran-Jones (Gloucester), Kitchener (Worcester), Attwood (Gloucester), Johnson (Exeter), Fearns (Sale), Narraway (Gloucester, capt)
Gray (Harlequins), Brookes (Newcastle), Gaskell (Sale), Gibson (London Irish), Young (Newcastle), Myler (Northampton), Turner-Hall (Harlequins).
Jeanjean (Brive); Sackey (Toulon), Baby (Clermont Auvergne), Bastareaud (Stade Francais), Visser (Edinburgh); Michalak (Toulouse), Pienaar (Ulster); Perugini (Aironi), Ghiraldini (Benetton Treviso), Kubriashvili (Toulon), Lund (Biarritz), Tito (Cardiff Blues), Van Niekerk (Toulon), Smith (Toulon), Parisse (Stade Francais, capt).
Bruno (Toulon), Hayman (Toulon), Geldenhuys (Aironi), Williams (Cardiff Blues), Tillous-Borde (Castres Olympique), Mason (Toulon), Rabini (La Rochelle).