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Andrew Sheridan, the England prop, has been ruled out the match against South Africa after failing to recover from a neck injury.
Tim Payne, the Wasps' prop, has been promoted from outside the original 22-man squad to start at loose-head against the world champions, with Matt Stevens remaining on the bench.
Sheridan suffered the injury in last Saturday's 28-14 defeat by Australia, although he was expected to be fit in time to play against the Springboks and was selected by Martin Johnson on Tuesday. But England's medical team today decided Sheridan should be rested as a precaution.
He is expected to be available for England's final Investec Challenge international of the autumn against New Zealand on November 29.
Sheridan would have been a key weapon in challenging the Springboks' direct scrummaging style and his absence will be a blow to England. Sheridan has been on "modified training" all week and the decision to withdraw him was finalised after he failed to play a full part in England's intensive session today.
Payne will win his ninth Test cap and his elevation takes the Wasps contingent in the England starting XV to eight. Payne's last appearance for England was on the summer tour to New Zealand, when he again deputised for Sheridan who had suffered a gash to the eye.
Meanwhile, South Africa have made two enforced changes to the team which beat Scotland last weekend.
Jannie du Plessis has come into the front row in place of brother Bismarck, who injured a hamstring at Murrayfield, and Danie Rossouw will start at flanker for Juan Smith, who has been advised by doctors not to play after taking a knock to the head.
Winger Bryan Habana was doubtful earlier in the week but is fit to start, while Brian Mujati, who has been struggling with a shoulder injury, was named among the replacements. Jannie du Plessis will start at tighthead prop, with captain John Smit reverting to hooker.
England: D Armitage (London Irish); P Sackey (Wasps), J Noon (Newcastle), R Flutey (Wasps), U Monye (Harlequins); D Cipriani (Wasps), D Care (Harlequins); T Payne (Wasps), L Mears (Bath), P Vickery (Wasps), S Borthwick (Saracens, capt), T Palmer (Wasps), J Haskell (Wasps), T Rees (Wasps), N Easter (Harlequins).
Replacements: D Hartley (Northampton), M Stevens (Bath), S Shaw (Wasps), T Croft (Leicester), J Crane (Leicester), H Ellis (Leicester), T Flood (Leicester).
South Africa: C Jantjes (Western Province); J P Pietersen (Sharks), A Jacobs (Sharks), J de Villiers (Western Province), B Habana (Blue Bulls); R Pienaar (Sharks), R Januarie (Western Province), T Mtawarira (Sharks), J Smit (Sharks, capt), J du Plessis (Sharks), B Botha (Blue Bulls), V Matfield (Blue Bulls), S Burger (Western Province), D Rossouw (Blue Bulls), P Spies (Blue Bulls).
Replacements: C Ralepelle (Blue Bulls), B Mujati (Western Province), A Bekker (Western Province), R Kankowski (Sharks), H Brussow (Free State Cheetahs), F Steyn (Sharks), J Fourie (Golden Lions).
Referee: Nigel Owens (Wales).
Assistant referees: Alain Rolland (Ireland) and Romain Poite (France).
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