Woodward has been quotedin Australian press that he believes Wales have the firepower to cause England significant problems, and is taking no chances as defeat for the world ranked number one side would cause huge embarrassment for the pre tournament favourites.
But England, who despite wining their Pool easily, have failed to impress in this tournament. By contrast Wale are riding the crest of a wave of momentum generated by their fabulous performance against the All Blacks in the final Pool game.
Josh Lewsey is selected at full-back, with Jason Robinson and Ben Cohen on the Wings and the proven partnership of Will Greenwood and Mike Tindall in midfield.
Woodward has selected 34-year-old Harlequins prop Jason Leonard ahead of Gloucester man Trevor Woodman, meaning Leonard will equal Philippe Sella's international world cap record will 111 caps.
Wales will be hoping that the number 111, famous for being unlucky in English cricket, is a transferable superstition.
Elsewhere in the England side, outside-half Jonny Wilkinson will win his 50th cap, and replacement scrum-half Kyran Bracken will also reach that landmark if he gets a game, Northampton Saints' Matt Dawson will start.
Lewis Moody retains his place in the back row alongside Neil Back and Lawrence Dallaglio. due to Saracens flanker Richard Hill failing to recover from a hamstring injury, while the injured Danny Grewock's replacement Simon Shaw takes his place on the substitutes' bench alongside Bath backs Mike Catt and Iain Balshaw.
England: Josh Lewsey, Jason Robinson, Will Greenwood, Mike Tindall, Ben Cohen, Jonny Wilkinson, Matt Dawson, Lawrence Dallaglio, Neil Back, Lewis Moody, Ben Kay, Martin Johnson (captain), Phil Vickery, Steve Thompson, Jason Leonard.
Substitutes: Dorian West, Trevor Woodman, Simon Shaw, Joe Worsley, Kyran Bracken, Mike Catt, Iain Balshaw.