Centre Hannah Jones will captain a side with six changes from the Six Nations opener played against Scotland, in front of a 6,676 crowd, at the Arms Park.
Gwenllian Pyrs is joined in the front row by hooker Carys Phillips and Donna Rose at tighthead prop.
Georgia Evans partners Abbie Fleming in the engine room, while Kate Williams is selected alongside vice-captain Alex Callender and Bethan Lewis in the backrow.
Sian Jones, who made her debut off the bench against the Scots, starts her first Test match for her country and partners fly half Lleucu George at half back.
Carys Cox is selected on the wing with the experienced Jasmine Joyce on the other wing and Jenny Hesketh at full back, while the experienced centre Kerin Lake partners skippers Jones in the midfield.
Cunningham, said: “We have made six changes to face England in Bristol and are under no illusions of the challenge facing us. We have strength in depth in the squad and this is an opportunity for the players selected to show what they can do.
“We need to focus on what we do and we had a robust review of the Scotland game and the players identified the areas that we have to improve on for this weekend’s Test match.
“Carys Phillips and Donna Rose know the challenge we face up front, and Georgia Evans’ made an impact when she came on against Scotland. Flanker Kate Williams has trained well and been pushing for a place and deserves an opportunity to start.
“Sian Jones is very much part of this squad and a player we believe has a big future on the international stage. Carys Cox has been selected on the wing and has impressed since we came together as a squad.
“We have some real experience on the bench, and we expect them to make an impact but we are relishing the challenge we face on Saturday. England are the benchmark side for every nation in the women’s game and we have nothing to lose against a team that won the Grand Slam last season.
“All of this Wales squad play their club rugby in England, which is recognised as the best league in the world and we know they can compete at this level and are facing players they play against and train with, week-in and week-out.”
Wales team to face England
Jenny Hesketh, Jasmine Joyce, Hannah Jones (captain), Kerin Lake, Carys Cox, Lleucu George, Sian Jones; Gwenllian Pyrs, Carys Phillips, Donna Rose, Abbie Fleming, Georgia Evans, Kate Williams, Alex Callender (vice-captain), Bethan Lewis
Replacements: Kelsey Jones, Abby Constable, Sisilia Tuipulotu, Natalia John, Alisha Butchers, Keira Bevan, Kayleigh Powell, Nel Metcalfe
