Jeremy Staunton has been ruled out with an Achilles problem and is replaced in the starting XV by Matt Smith. Smith comes in at centre and Billy Twelvetrees switches to fly-half.
Prop Marcos Ayerza has been ruled out after picking up an injury in training so Boris Stankovich steps up from the bench. His place among the replacements is taken by Peter Bucknall.
Martin Castrogiovanni has also been ruled out and is replaced on the bench by Julian White.