Full cap Gavin Henson (Swansea), who scored 12 of the Wales points at Benevento, is out with a thumb injury and No 8 James Malpas (Cardiff) is also injured.
Scott Williams (Newport) comes in at centre and James Stamatakis (Cardiff) at lock with Jonathan Thomas (Swansea) moving into the back row. Changes on the bench will see Ebbw Vale prop Christian Gay and Llanelli flanker Ioan Cunningham makes their first appearances and they are joined by utility back Michael Hook (Newport).
Stamatakis, Huw Bennett, Geraint Morris and Robin Sowden-Taylor came on as replacements during the Italy match, but none of the backs were used, meaning that Neath scrum half Ricky Richards has not yet won a cap.
Wales were winners by 36-35 at Newbury last year and are going for their fifth successive victory over England in the under-21 championship, having succeeded by 36-21 at Neath 1999, 15-12 at New Brighton 2000 and 27-12 at Pontypridd in 2001. England's last win was by 46-7 at Worcester in 1998.
Wales U-21: Gareth Swales (Swansea); Matthew Nuthall (Pontypridd), David Bishop (Bridgend), Scott Williams (Newport), John Vaughton (Swansea); Nick Robinson (Cardiff), Michael Phillips (Llanelli);Paul James (Neath, capt), Kieran Crawford (Ebbw Vale), Rhys Thomas (Newport), Bryn Griffiths (Llanelli), Chris Stamatakis (Cardiff), Mark Lewis (Pontypridd), Richie Pugh (Swansea), Jonathan Thomas (Swansea).
Replacments: Geraint Morris (Pontypridd), Huw Bennett (Swansea), Christian Gay (Ebbw Vale),
Robin Sowden-Taylor (Cardiff), Ioan Cunningham (Llanelli), Ricky Richards (Neath), Michael Hook (Newport).