Henson replaces Jonathan Davies in the starting line-up, to form an all-Lion midfield partnership.
In total there are six Lions in Wales' starting XV but they are again unable to select the front-row that faced South Africa in the infamous 'Battle of Pretoria' two years ago.
Gethin Jenkins and Matthew Rees have failed to recover from calf and neck injuries respectively, while Adam Jones has been given an extra week to return to full fitness.
Lloyd Burns slots in between Paul James and Craig Mitchell, at hooker, and Luke Charteris comes in for Bradley Davies.
Wales have retained the same back-row that took the field at HQ, with Ryan Jones unavailable due to a calf strain.
"We have retained the majority of the side who travelled to London last week and told them that we want more of the same," said Wales head coach Warren Gatland.
"There are one or two players we have brought in to have a look at but the reason we have deliberately not made wholesale changes is that we need to win this game and we believe these are the players who can do that.
"We need the win this weekend - it's as simple as that. For us to be regarded as contenders at the Rugby World Cup we need to beat England at home this weekend, to send out that message to everyone that we are contenders."
Wales face a daunting group at the World Cup having been drawn alongside South Africa, Samoa, Fiji and Namibia in Pool D. Gatland believes a victory is vital to build confidence and momentum going into the tournament.
"We have the toughest Pool at the tournament and in less than a month's time we will be facing South Africa in our opening match. It is vitally important that we go into that match with the sound of Welsh fans ringing in our ears, fans who have cheered us on to victories in the final two matches of our warm-up campaign against England and against Argentina next week."
Wales to squad to face England at the Millennium Stadium on Saturday.
*Bold denotes a former British & Irish Lion
WALES: James Hook; George North, Jamie Roberts, Gavin Henson, Shane Williams; Rhys Priestland, Mike Phillips; Paul James, Lloyd Burns, Craig Mitchell, Luke Charteris, Alun Wyn Jones, Dan Lydiate, Sam Warburton (captain), Toby Faletau.
Replacements: Huw Bennett, Ryan Bevington, Josh Turnbull, Justin Tipuric, Tavis Knoyle, Scott Williams, Aled Brew.