There are seven new faces - centre Gavin Henson, wing Shane Williams, hooker Steve Thompson, lock Donncha O'Callaghan and the back-row trio of Simon Easterby, Lewis Moody and Ryan Jones.
Easterby and Jones have clinched Test spots after arriving as respective replacements for injured pair Lawrence Dallaglio and Simon Taylor.
Five changes are up front, where the Lions struggled against a rampant All Blacks, with an injured Richard Hill joined on the outside by Shane Byrne, Ben Kay, Neil Back and Martin Corry.
Hooker Byrne and back-row forward Corry are now on the replacements' bench, but Leicester pair Kay and 36-year-old Back miss out completely.
Only props Gethin Jenkins and Julian White, together with lock Paul O'Connell, remain for a chance to avenge the 21-3 Christchurch loss.
"I have been involved in rugby for a long time, especially as a coach, and from my point of view, last Saturday's Test match I would put top of the list in terms of the most disappointing nights I have been involved in," said Woodward.
"Going into the game, I passionately believed I had picked the right team, but then to see it all unfold was very disappointing for everyone involved.
"I just had to take all the arrows, stones and feedback this week - that's all part of it - and just look forward to Saturday night.
"Clearly, things were not right, and from the Lions' point of view, it is not a development tour.
"I have made changes, which I think was important to give those players who deserved a chance to try to get the Test series back on the road," he added.
"It was time to shake things up. There is not a single person who didn't try their best, but last weekend was a disappointment that I have got to take responsibility for.
"I promise you there will be a completely different show, come Saturday night."
Behind the scrum, Woodward has gone for Welsh Grand Slam stars Henson and Williams, who are among the most creative players in British rugby.
Henson was left out of the first Test, while Williams confirmed his place by scoring five tries during the 109-6 stroll against Manawatu.
New skipper Gareth Thomas will partner Henson in midfield, having been switched from the wing to be handed injured captain Brian O'Driscoll's number 13 shirt.
Woodward has also decreed a positional swap for England pair Josh Lewsey and Jason Robinson, with Lewsey at full-back and Robinson on the wing.
Jonny Wilkinson, meanwhile, reverts from inside centre to fly-half instead of Stephen Jones, but Woodward retains Dwayne Peel as his half-back partner, rather than promoting the more experienced England World Cup winner Matt Dawson.
It will be Wilkinson's first start in a full-blown Test at number 10 since the 2003 World Cup final.
The team comprises six Englishmen, six Welsh and three Irish, with five players - Henson, Williams, O'Callaghan, Easterby and Moody - making their Lions Test debuts.
British & Irish Lions vs New Zealand
Saturday 2nd July 2005
Westpac Stadium, Wellington, KO 7.10pm
15 Josh LEWSEY (London Wasps, England)
14 Jason ROBINSON (Sale Sharks, England)
13 Gareth THOMAS (Toulouse, Wales) CAPTAIN
12 Gavin HENSON (Ospreys, Wales)
11 Shane WILLIAMS (Ospreys, Wales)
10 Jonny WILKINSON (Newcastle Falcons, England)
9 Dwayne PEEL (Llanelli, Wales)
1 Gethin JENKINS (Cardiff, Wales)
2 Steve THOMPSON (Northampton, England) VICE CAPTAIN
3 Julian WHITE (Leicester Tigers, England)
4 Paul O'CONNELL (Munster, Ireland)
5 Donncha O'CALLAGHAN (Munster, Ireland)
6 Simon EASTERBY (Llanelli, Ireland)
7 Lewis MOODY (Leicester Tigers, England)
8 Ryan JONES (Ospreys, Wales)
16 Shane BYRNE (Leinster, Ireland)
17 Graham ROWNTREE (Leicester Tigers, England)
18 Martin CORRY (Leicester Tigers, England)
19 Martyn WILLIAMS (Blues, Wales)
20 Matt DAWSON (London Wasps, England)
21 Stephen JONES (Clermont Auvergne, Wales)
22 Shane HORGAN (Leinster, Ireland)