In the pack, Tom Youngs gets his first tour start at hooker instead of Joe Gray, as does Jamie Gibson for James Haskell, while Ben Morgan comes in at No 8 for Thomas Waldrom. Karl Dickson, fresh into the squad as an injury replacement for Ben Youngs, will be on the bench.
England Head Coach Stuart Lancaster said:
"We have talked today about finishing the tour strongly this week and these players have a great opportunity to do this in the second of the two midweek games.
"There are still selection decisions to be made for Saturday but the players' focus will be on putting in a strong cohesive team performance and building on on the positives from last week, but also learning the lessons.
"Ugo is the only player yet to have any game time and I am delighted that he will have a run out to cap what has been a fantastic club season for him.
"It's also great to have Jonny May and Karl Dickson here and I am looking forward to seeing how they perform."
England (v SA Northern Barbarians, Profert Olen Park, 1910 SA, live on Sky Sports HD)
15 Nick Abendanon (Bath Rugby)
14 Christian Wade (London Wasps)
13 Anthony Allen (Leicester Tigers)
12 Jordan Turner-Hall (Harlequins)
11 Ugo Monye (Harlequins)
10 Charlie Hodgson (Saracens)
9 Lee Dickson (Northampton Saints)
1 Matt Mullan (Worcester Warriors)
2 Tom Youngs (Leicester Tigers)
3 Paul Doran Jones (Northampton Saints)
4 Graham Kitchener (Leicester Tigers)
5 George Robson (capt, Harlequins)
6 Jamie Gibson (London Irish)
7 Carl Fearns (Bath Rugby)
8 Ben Morgan (Scarlets)
16 Joe Gray (Harlequins)
17 Rupert Harden (Gloucester Rugby)
18 Mouritz Botha (Saracens)
19 James Haskell (Otago Highlanders)
20 Karl Dickson (Harlequins)
21 David Strettle (Saracens)
22 Jonny May (Gloucester Rugby)
Content courtesy of RFU