Ireland rest Healy and Kearney
The two sides will go head-to-head at Twickenham on Saturday.
Joe Schmidt, the Ireland coach, has decided to give Schmidt more time to recover following the loosehead's long-standing neck problems.
Healy only returned to full training this week, following neck surgery in May, and, at one stage, was doubtful even to make Ireland's final 31-man squad for the World Cup.
Jack McGrath starts in his place.
Meanwhile, centre Keith Earls was not included in the team named Thursday by New Zealander Schmidt, with the midfielder still undergoing concussion protocols after suffering a heavy blow in Six Nations champions Ireland's 10-16 warm-up defeat by Wales in Dublin last weekend.
Simon Zebo has replaced Rob Kearney at fullback, with Dave Kearney, Rob's brother, in on the left wing.
In the pack, the first-choice back row of Peter O'Mahony, Sean O'Brien and Jamie Heaslip are reunited for the first time since the Six Nations, with senior halfbacks Conor Murray and Johnny Sexton also in the starting side.
Both sides will be looking for a morale-boosting win ahead of the World Cup, with tournament hosts England beaten 25-20 by France in Paris in their last warm-up match.
England open the World Cup against Fiji at Twickenham on September 18.
Ireland: 15 Simon Zebo, 14 Tommy Bowe, 13 Jared Payne, 12 Robbie Henshaw, 11 Dave Kearney, 10 Johnny Sexton, 9 Conor Murray, 8 Jamie Heaslip, 7 Sean O'Brien, 6 Peter O'Mahony, 5 Paul O'Connell (captain), 4 Devin Toner, 3 Mike Ross, 2 Rory Best, 1 Jack McGrath.
Replacements: 16 Richardt Strauss, 17 Tadhg Furlong, 18 Nathan White, 19 Donnacha Ryan, 20 Chris Henry, 21 Eoin Reddan, 22 Ian Madigan, 23 Darren Cave.
Date: Saturday, September 5
Venue: Twickenham, London
Kick-off: 14.30 (13.30 GMT)
Referee: Nigel Owens (Wales)
Assistant referees: Romaine Poite (France), Leighton Hodges (Wales)
TMO: Shaun Veldsman (South Africa)
Agence France-Presse
