Head coach Robbie Deans has stuck with the majority of his World Cup squad, with Waratahs prop Pek Cowan the only other player who didn't feature at the global gathering in New Zealand.
Deans is forced to do without nine star names for the November 26 fixture with the Babaas at Twickenham and the December 3 clash in Cardiff.
Quade Cooper (knee), Kurtley Beale (hamstring), Drew Mitchell (hamstring), Pat McCabe (shoulder), Wycliff Palu (hamstring), Rocky Elsom (hamstring), Dan Vickerman (shoulder), Sekope Kepu (eye) and Luke Burgess (French rugby) are all unavailable.
With Cooper missing following ACL surgery, youngster James O'Connor could be handed the chance to wear the No10 shirt having played the majority of his Test rugby at wing or full back.
"We've got an opportunity here," said Deans in relation to moving O'Connor closer to the action.
"Obviously, James is 21 now, he's starting to grow into his body and as he gets older he'll be more able to cope with the rigours of the frontline.
"He's expressed over time that it's an area he'd like to play and, given our circumstance, it's possible you might see him there.
"When you are looking at the players that we are taking, it's very likely he will get the opportunity to step up and accept some of the greater responsibility that comes with directing the game."
The fact that the tour comes shortly after the disappointment of the World Cup isn't worrying Deans who has dismissed suggestions that his players will be lacking motivation for the two matches.
The New Zealand-born coach, who signed a contract extension that will see him remain in charge until after the Lions leave Australia in 2013, believes competition for places and the opportunities that lie ahead will keep his 26-man squad fully focussed.
"There's always the potential in terms of (lack of) meaning, but I don't think that will be an issue with this group," added Deans.
"I think you got an insight into that in the way they took to their work for the third place play-off.
"I think they are very keen. Sure they are disappointed at their finishing position at the World Cup, but they are also very excited about the possibilities for them in the near future."
Ben Alexander, Adam Ashley-Cooper, Berrick Barnes, Pekahou Cowan, Dave Dennis, Anthony Faingaa, Will Genia, Scott Higginbotham, Matt Hodgson, Rob Horne, James Horwill (capt), Digby Ioane, Ben Lucas, Salesi Ma'afu, Ben McCalman, Stephen Moore, James O'Connor, Nick Phipps, David Pocock, Tatafu Polota Nau, Radike Samo, Nathan Sharpe, Rob Simmons, James Slipper, Ben Tapuai, Lachie Turner