The Leicester Tigers No8, who scored two tries in the midweek win over South Africa Southern Barbarians on Wednesday, is included among the replacements after the withdrawal of Phil Dowson who is suffering from a tight hamstring.
Dowson picked up the injury in training yesterday and, after medical assessment last night, it was decided to withdraw him from the matchday squad.
Waldrom, man-of-the-match against the South Africa Southern Barbarians in Kimberley, will wear No19 in his first appearance in the squad at Test level.
He joins five Tigers team-mates in the 22 as Toby Flood is recalled at fly-half to start alongside Ben Youngs, Manu Tuilagi, Dan Cole and Geoff Parling.
Flood will make his 49th appearance for England as the tourists look to bounce back from a 22-17 in last weekend’s opener.
Cole wins his 30th cap in an unchanged forward pack, while Tuilagi moves to inside centre as London Irish’s Jonathan Joseph starts his first international at Coca Cola Park in the No13 shirt.
England (v South Africa, Coca Cola Park, 4pm BST, live on Sky Sports HD & BBC Radio 5 Live)
15 Ben Foden (Northampton Saints)
14 Chris Ashton (Northampton Saints)
13 Jonathan Joseph (London Irish)
12 Manusamoa Tuilagi (Leicester Tigers)
11 David Strettle (Saracens)
10 Toby Flood (Leicester Tigers)
9 Ben Youngs (Leicester Tigers)
1 Joe Marler (Harlequins)
2 Dylan Hartley (Northampton Saints)
3 Dan Cole (Leicester Tigers)
4 Mouritz Botha (Saracens)
5 Geoff Parling (Leicester Tigers)
6 Tom Johnson (Exeter Chiefs)
7 Chris Robshaw (Harlequins)(c)
8 Ben Morgan (Scarlets)
Replacements
16 Lee Mears (Bath Rugby)
17 Alex Corbisiero (London Irish)
18 Tom Palmer (Stade Francais)
19 Thomas Waldrom (Leicester Tigers)
20 Lee Dickson (Northampton Saints)
21 Owen Farrell (Saracens)
22 Alex Goode (Saracens)
