Number eight Ben Morgan, who started in Johannesburg, and scrum-half Lee Dickson, a substitute in the 36-27 defeat, have been included in the XV for the midweek game in Potchefstroom.
Winger David Strettle and lock Mouritz Botha, who also played from the start at the weekend, will be on the bench.
The selections suggest head coach Stuart Lancaster is planning changes for the third Test against the Springboks in Port Elizabeth on Saturday.
Two players conspicuous by their absence from the midweek game are scrum-half Danny Care and number eight Thomas Waldrom.
England must make a change at number nine after Ben Youngs was forced out with a shoulder injury.
Dickson, who came off the bench to replace him in the first two Tests, had seemed to be in pole position but the decision to rest Care from midweek action suggests he is a strong contender.
Care, 25, is hoping to resurrect his international career after being dropped earlier this year following a series of off-field incidents.
Morgan has had two quiet Test matches while Waldrom, who scored two tries against the Southern Barbarians last week and was a substitute on Saturday, has been pushing for a place.
Scrum-half Karl Dickson and wing Jonny May, who have both joined up with the squad this week, will be among the replacements in Potchefstroom.
The decision to name flanker James Haskell on the bench also suggests he could be being kept relatively fresh for Saturday with captain Chris Robshaw out with a fractured thumb.
Another winger, Ugo Monye, will see his first action of the tour having been named in the starting line-up to face the Northern Barbarians after recovering from a hamstring injury.
England teams: N Abendanon (Bath); C Wade (London Wasps), A Allen (Leicester), J Turner-Hall (Harlequins), U Monye (Harlequins); C Hodgson (Saracens), L Dickson (Northampton); M Mullan (Worcester), T Youngs (Leicester), P Doran Jones (Northampton), G Kitchener (Leicester), G Robson (Harlequins, capt), J Gibson (London Irish), C Fearns (Bath), B Morgan (Scarlets).
Replacements: J Gray (Harlequins), R Harden (Gloucester), M Botha (Saracens), J Haskell (Otago Highlanders), K Dickson (Harlequins), D Strettle (Saracens), J May (Gloucester).
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