Winger Topsy Ojo, who scored twice on his debut in last weekend's 37-20 defeat, and centre Mike Tindall are the only survivors.
Danny Care will make his first Test start at scrum-half after a lively introduction off the bench in Auckland with Toby Flood at fly-half and Jamie Noon replacing Olly Barkley to provide more ballast in the centres.
Mathew Tait gets his chance at full-back with Tom Varndell returning to an England jersey for the first time in two years on the other wing.
While England boss Rob Andrew has made five changes in the backs, there is only one enforced change in the pack with Wasps loose-head prop Tim Payne replacing Andrew Sheridan, who was ruled out yesterday with a nasty cut to his eye.
Tom Palmer and captain Steve Borthwick continue in the second row after an impressive lineout performance while the dynamic back row unit of Tom Rees, James Haskell and Luke Narraway, which caused the All Blacks significant trouble, also remains unchanged.
With Payne promoted into the starting XV, Bristol's uncapped prop Jason Hobson is named among the replacements along with Barkley and David Strettle, who both drop to the bench after starting last weekend.
But there is no place in the match 22 for fly-half Charlie Hodgson, who struggled defensively against the All Blacks' powerful ball carriers, scrum-half Richard Wigglesworth or full-back Mike Brown.
England team to play New Zealand in Christchurch on Saturday, July 21; kick-off 8.35am BST.
Mathew Tait (Newcastle); Topsy Ojo (London Irish), Mike Tindall (Gloucester), Jamie Noon (Newcastle), Tom Varndell (Leicester); Toby Flood (Newcastle), Danny Care (Harlequins); Tim Payne (Wasps), Lee Mears (Bath), Matt Stevens (Bath), Tom Palmer (Wasps), Steve Borthwick (Bath, captain), James Haskell (Wasps), Tom Rees (Wasps), Luke Narraway (Gloucester).
Replacements: Jason Hobson (Bristol), David Paice (London Irish), Ben Kay (Leicester), Joe Worsley (Wasps), Peter Richards (London Irish), Olly Barkley (Bath), David Strettle (Harlequins).