The tourists, who must win here Friday to have any realistic chance of making the finals, left out ill batsman Paul Collingwood and brought in Ravi Bopara and paceman Sajid Mahmood who displaced Chris Tremlett.
Adam Gilchrist will lead the Australians after skipper Ricky Ponting pulled out with a hip injury suffered in training and was replaced by batsman Brad Hodge.
Australia, already through to the finals after six wins from six matches, are also handing a one-day debut to express bowler Shaun Tait.
England have only beaten New Zealand once in their six matches in the tri-series and they need to win their last two with New Zealand losing twice to be sure of making the finals.
Australia (27 points) are unbeaten in the tri-series against England (4 pts) and New Zealand (9pts), with the second-placed Kiwis likely to qualify for the best-of-three finals on February 9, 11 and 13.
Australia: Adam Gilchrist (captain), Matthew Hayden, Brad Hodge, Michael Clarke, Andrew Symonds, Mike Hussey, Cameron White, Nathan Bracken, Stuart Clark, Shaun Tait, Glenn McGrath. Brett Lee (12th man).
England: Mal Loye, Ed Joyce, Ian Bell, Andrew Strauss, Ravi Bopara, Andrew Flintoff (capt), Jamie Dalrymple, Paul Nixon, Liam Plunkett, Sajid Mahmood, Monty Panesar. Jon Lewis (12th man)
Umpires: Daryl Harper (AUS) Ian Howell (RSA), Third umpire: Bob Parry (AUS)
Match referee: Mike Procter (RSA)