There are eleven changes in all - four positional - from the team that started the first Test in Christchurch on Saturday. Ryan Jones played for 63 minutes of last weekend's first Test in Christchurch after Richard Hill suffered a knee injury at the Jade Stadium, however, the other pair, Williams and Henson, were surprise omissions from the XXII after performing so well in the lead up games.
"It was right to make changes because we made so many mistakes and played so poorly in Christchurch," said Woodward, who admitted that he "copped a great deal of flak this week".
He said: "The likes of Gavin and Shane have been knocking on the door since the start of the tour and I feel the time is right for them to play. I didn't just take Tuesday's performance into account as far as Shane is concerned, although I thought he was fantastic against Manawatu."
Stephen Jones is unfortunate to miss out, his place goes to Jonny Wilkinson who moves from inside centre to outside half to accommodate Henson. Henson said: "I was desperately disappointed not to have been selected for the first Test and it was horrible to have sit there and watch the boys struggle, but now I have got my chance and now I am going to take it. I don't feel nervous, I am just looking forward to what should be an exciting game."
The other changes see Josh Lewsey and Jason Robinson switch places, Steve Thompson in for Shane Byrne, Donncha O'Callaghan for Ben Kay, and Simon Easterby and Lewis Moody for Martin Corry and Neil Back respectively.
British & Irish Lions
G Thomas (capt)