Beleaguered South African coach Rudolf Straeuli denied he was panicking after dropping four players from the side humiliated by Scotland last weekend for Saturday's clash with England at Twickenham.
The 1995 World Cup winning back row forward made five changes in all, including one positional, to the team beaten 21-6 by Scotland at Murrayfield - having made 10 following the record 30-10 defeat by France the previous Saturday.
Powerful back Butch James moves from fly-half to centre to partner veteran Robbie Fleck at the expense of Adie Jacobs while Andre Pretorius returns to the starting XV at fly-half.
Pretorius has had a nightmare tour after rave reviews during the Tri-Nations reaching its nadir when he handed Scotland their second try.
Elsewhere Pedrie Wannenberg makes his first Springbok start in the back row coming in for Pierre Uys, dropped after a disappointing debut, while the experienced duo of AJ Venter and hooker James Dalton return after being left out for the Scotland game.
Lock Marco Wentzel and Lukas van Biljon are the two players to make way for them.
Straeuli rejected the idea he had panicked in making so many changes prior to the Scottish match.
"There was never a panic or knee-jerk reaction and there is no panic now we know what we have in the squad," said Straeuli, who has fallen well below the target of three wins from three tests prior to the tour.
"I picked the team I believe is best suited to playing England."
Team:
Werner Greeff (Western Province); Breyton Paulse (Western Province), Robbie Fleck (Western Province), Butch James (Natal Sharks), Friedrich Lombard (Free State Cheetahs); Andre Pretorious (Golden Lions), Bolla Conradie (Western Province); Joe Van Niekerk (Golden Lions), Pedrie Wannenburg (Blue Bulls), Corne Krige (Western Province, capt); AJ Venter (Natal), Jannes Labuschagne (Golden Lions); Deon Carstens (Natal), James Dalton (Falcons), Wessel Roux (Blue Bulls)
Replacements to be finalised