Leonard played in the No.1 jersey during last Sunday's 111-13 romp over Uruguay, but Woodward has made 10 changes from that side, with all his first-choice players returning for the all-Six Nations clash.
In the backline, only fullback Josh Lewsey remains from the side that scored 17 tries against Los Teros, with Jason Robinson and Ben Cohen returning on the wings – for Iain Balshaw and Dan Luger respectively – while centres Will Greenwood and Mike Tindall resume their long-standing partnership at the expense of 'South Africans' Mike Catt and Stuart Abbott.
Catt, who can play virtually anywhere in the backline, will be on the bench, but he suffered a late injury-scare, having taken a knock to his head at training on Wednesday. He went for X-rays, but was cleared to take his place on the bench, alongside Balshaw, who has recovered from an ankle injury.
Jonny Wilkinson and Matt Dawson take over at halfback from Paul Grayson and Andy Gomarsall, the latter duo missing out on bench duty in favour of Catt and Kyran Bracken respectively.
Wilkinson, at the tender age of 24 already England's leading points-scorer, will reach another landmark when he takes to the field against Wales – his 50th cap, just over five years after his Test debut as an untried 18-year-old.
Up front, there is still no sign of Saracens hard man Richard Hill, who has not played since injuring his hamstring against Georgia in England's RWC opener, Lawrence Dallaglio, Neil Back and Lewis Moody continue in unison after their impressive display in England's biggest Pool C match – against South Africa on October 18.
Dallaglio has been under pressure in certain quarters to retain his place, but is sure to take a step up in the play-offs, especially with Hill likely to be fit for the semi-finals.
In further changes up front, all of which are expected, skipper Martin Johnson and Ben Kay are back in the second row, while Phil Vickery, who led the side against Uruguay, and Leonard have a new hooker this time around, Northampton star Steve Thompson returning, with Dorian West moving down to the bench.
Wasps lock Simon Shaw, who arrived in Australia only this week as a replacement for the injured Danny Grewcock, could get his first taste of RWC action from the bench, joining West, Trevor Woodman and Joe Worsley as England's forward replacements.
Wales, who impressed tremendously before going down 53-37 to New Zealand in Sydney last Sunday, are likely to name their starting XV on Friday.
England: 15 Josh Lewsey, 14 Jason Robinson, 13 Will Greenwood, 12 Mike Tindall, 11 Ben Cohen, 10 Jonny Wilkinson, 9 Matt Dawson, 8 Lawrence Dallaglio, 7 Neil Back, 6 Lewis Moody, 5 Ben Kay, 4 Martin Johnson, 3 Phil Vickery, 2 Steve Thompson, 1 Jason Leonard.Replacements: 16 Dorian West, 17 Trevor Woodman, 18 Simon Shaw, 19 Joe Worsley, 20 Kyran Bracken, 21 Mike Catt, 22 Iain Balshaw.
Kick-off: 20.00 local time (10.00 GMT), Live in the UK on ITV1