Martin Corry captains England who also include Ben Kay and George Chuter, while Lewis Moody and Dan Hipkiss are among the replacements.
Tuilagi is joined by his older brother Henry, who returns to the No.8 shirt after sitting out Samoa's defeat by Tonga.
The England versus Samoa game is to be shown in full 'as live' at Welford Road immediately after Tigers' Guinness Premiership match against Bath Rugby on Saturday afternoon. A limited number of ticket remain on sale for the clash of the old rivals. Contact the Tigers ticket office on 08701 28 34 30.
Samoa: L Crichton (Worcester); D Lemi (Bristol), S Mapusua (London Irish), B Lima (Bristol), A Tuilagi (Leicester); E Fuimaono-Sapolu (Bath), J Polu (North Harbour); K Lealamanua (Dax), M Schwalger (Wellington Hurricanes), C Johnston (Saracens), J Tekori (Waitakere), K Thompson (Otago Highlanders), D Leo (London Wasps), S Sititi (Docomo Kansai, captain), H Tuilagi (Perpignan).
Replacements: T Fuga (Harlequins), F Palaamo (Leeds), J Purdie (Wellington), A Vaeluaga (Bristol), S So'oialo (Harlequins), J Meafou (Scopa), L Lui (Moata'a).
