Leinster lock Geri Healy will captain Ireland for the first time as squad captain Fiona Coghlan has been named on the bench.
In the front row Marie Barrett and Gillian Bourke have been picked to start, while Caroline Mahon and Sinead Ryan are also named in the pack.
Out wide there are also changes with Lynne Cantwell, who won her 50th cap against Spain over the weekend, named to start along with full-back Jackie Shiels.
England come into the game on the back of an 80-3 win over Sweden and they have made 11 changes to their side with a strong team named.
Ireland last played England in March in the final round of the Six Nations where they put in a brave showing to make the Grand Slam winners work hard for a 17-7 victory.
Ireland's stand-in captain Geri Healy said she will be honoured to lead the team out for tonight's clash in Drachten.
"It's my first time captaining Ireland and I'm thrilled and still shocked really to get the chance to do it. We are expecting a battle with England but I think they realised when we played them in March that we aren't a side who will roll over.
"The gap between ourselves and England is definitely closing. The standard of women's rugby has been rising all the time in Ireland and it's evident in how much improvement there has been in the national side," she admitted.
The captaincy marks a stellar year for the powerful second row who was part of the Blackrock team that beat UL Bohemians in the All-Ireland League Division One final a few weeks ago.
IRELAND WOMEN'S TEAM & REPLACEMENTS (2008 FIRA-AER Women's European Championship semi-final, Drachten, Tuesday, May 21, kick-off 7pm Irish time):
Jackie Shiels (Richmond); Jeannette Feighery (UL Bohemians), Grace Davitt (Blackrock), Shannon Houston (Blackrock), Lynne Cantwell (UL Bohemians); Jo O'Sullivan (Richmond), Tania Rosser (Blackrock); Gillian Bourke (UL Bohemians), Jess Limbert (Cooke), Marie Barrett (Highfield), Caroline Mahon (UL Bohemians), Germaine Healy (Blackrock) (capt), Eimear O'Sullivan (Highfield), Sinead Ryan (Blackrock), Joy Neville (UL Bohemians).
Replacements: Emer McManamly (Blackrock), Fiona Coghlan (UL Bohemians), Orla Brennan (Blackrock), Debbie Clarke (Blackrock), Louise Austin (Blackrock), Kate O'Loughlin (Clonmel), Amy Davis (Cooke), Louise Beamish (UL Bohemians), Niamh Briggs (Clonmel), Carol Staunton (St. Mary's), Helen Brosnan (Highfield).