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Tindall, who replaces Shontayne Hape at 12, is one of seven changes made from the team which made a sluggish start against Georgia before running out 41-10 winners on Sunday.
On the left wing Mark Cueto makes his first appearance of the tournament in place of Delon Armitage while Jonny Wilkinson returns at fly-half in place of Toby Flood.
In the pack Alex Corbisiero and Steve Thompson come in to the front row in place of Matt Stevens and Dylan Hartley with Simon Shaw also missing out to the returning Louis Deacon.
Nick Easter is still recovering from his back injury so James Haskell continues at No. 8 alongside Lewis Moody, who skippers the side, and Tom Croft who comes in for Tom Wood.
And Wilkinson, who will look to improve his kicking after a dismal display against Argentina, admits he’s still haunted by exiting the 1999 World Cup in the quarter-finals.
“In 1999 we got knocked out in the quarter-finals and the next weekend was possibly one of the coldest, rainiest days we had at Newcastle and we were playing against Leicester,” he said.
“That's how it works. World Cups are do or die.
“Mistakes in a World Cup are going to cost you. They could have cost us very badly in the first half against Georgia.
“Thankfully for us, a few (of their penalty) kicks went wide and we were able to go into half-time in a good position - but who knows what will happen next time?
“We just can't afford to do it. That's why there is an urgency about the meetings, as sooner or later it will be something we can't come back from.
“Sooner or later next week doesn't appear for a team in the World Cup. We just have to make sure we don't leave ourselves in that position.”
15. Ben Foden – Northampton Saints
14. Chris Ashton – Northampton Saints
13. Manu Tuilagi – Leicester Tigers
12. Mike Tindall – Gloucester
11. Mark Cueto – Sale Sharks
10. Jonny Wilkinson – Toulon
9. Ben Youngs – Leicester Tigers
1. Alex Corbisiero – London Irish
2. Steve Thompson – London Wasps
3. Dan Cole – Leicester Tigers
4. Louis Deacon – Leicester Tigers
5. Tom Palmer – Stade Français
6. Tom Croft – Leicester Tigers
7. Lewis Moody – Bath
8. James Haskell – Ricoh Black Rams
16. Lee Mears – Bath
17. David Wilson – Bath
18. Simon Shaw – Unattached
19. Tom Wood – Northampton Saints
20. Richard Wigglesworth – Saracens
21. Toby Flood – Leicester Tigers
22. Delon Armitage – London Irish