Dylan Hartley and Mouritz Botha, who started against Ireland in the final game of the Six Nations, are named, while Phil Dowson captains the side from the back row alongside Exeter Chiefs' Tom Johnson and Bath Rugby's Carl Fearns.
England Head Coach Stuart Lancaster said: "We are treating this as a very important game for setting the foundations for the tour. The players have been excellent this week and have been fully focussed as we are looking to build on the momentum of the Six Nations. This is a really important milestone in our preparation for South Africa.
"With the Leicester and Harlequins players unavailable it's a great opportunity for those other players involved in the Six Nations to lead the way. Some of the younger players have a chance to put a marker down and get their first taste of international rugby such as Christian Wade on the wing, Joe Launchbury, Alex Goode and Jonathan Joseph on the bench. Being able to name a back line very similar to the Six Nations and the strength we have in the forwards with the likes of Tom Johnson and Carl Fearns, who played in this game last year, is a real positive.
"The support we had at Twickenham against Wales and Ireland was fantastic and we can't wait to get back there. The Barbarians have a really strong team packed with talent and experience and having been involved in this fixture before I know it will be a great occasion."
England v Barbarians
15 Ben Foden (Northampton Saints)
14 Chris Ashton (Northampton Saints)
13 Brad Barritt (Saracens)
12 Owen Farrell (Saracens)
11 Christian Wade (London Wasps)
10 Charlie Hodgson (Saracens)
9 Lee Dickson (Northampton Saints)
1 Matt Stevens (Saracens)
2 Dylan Hartley (Northampton Saints)
3 Paul Doran Jones (Northampton Saints)
4 Mouritz Botha (Saracens)
5 Tom Palmer (Stade Francais)
6 Tom Johnson (Exeter Chiefs)
7 Carl Fearns (Bath Rugby)
8 Phil Dowson (capt, Northampton Saints)
16 Lee Mears (Bath Rugby)
17 Matt Mullan (Worcester Warriors)
18 Joe Launchbury (London Wasps)
19 Jamie Gibson (London Irish)
20 Richard Wigglesworth (Saracens)
21 Jonathan Joseph (London Irish)
22 Alex Goode (Saracens)