Seeking their 14th successive ODI win, Australia welcomed back bowlers Mitchell Starc and Josh Hazlewood after illness and allrounder Glenn Maxwell.
Captain Mitchell Marsh admitted that he would have bowled had he won the toss "with the overhead conditions", but England stand-in skipper Harry Brook, whose home ground is Headingley, noted that while "it does have a bit in it to start with in the overcast conditions that changes very quickly with the white ball and I am sure it will go flat pretty soon."
The toss meant Travis Head, who finished the first ODI on 154 not out off 129 balls as Australia romped to victory in Nottingham, would be back at the crease along with Matt Short.
England will be desperate to get him out early but are without Jofra Archer with Olly Stone replacing the speedster in their XI.
"We are very blessed to have him in our team," said Marsh of the opener.
"He has been in incredible form the last couple of years, long may it continue."
Josh Hazlewood is one of three experienced players back in the Australian team for the second ODI. (AP PHOTO)
Head, whose innings at Trent Bridge was as notable for the placement of his shots as its power, said on Sky Sports before play: "I feel like I am in good form at the moment, putting myself in good positions.
"The environment is a very enjoyable one. When I missed out on a contract a few years ago I decided if I was lucky to get another chance I would like to do it more my own way.
"I've got hunger, and I still think about the game but I am trying to do it as relaxed and and enjoyable as I possibly can."
Cameron Green, Sean Abbott and the unfortunate Ben Dwarshuis, injured on debut on Thursday, were omitted by the tourists for Starc, Hazlewood and Maxwell.
"We welcome back a bit of experience," said Marsh.
"It is good to have a full roster again."
"Australia look stronger, England without Archer, look weaker", said Stuart Broad, the former England bowler now on TV duties.
ENGLAND: Phil Salt, Ben Duckett, Will Jacks, Harry Brook (capt), Jamie Smith, Liam Livingstone, Jacob Bethell, Brydon Carse, Ollie Stone, Matt Potts, Adil Rashid.
AUSTRALIA: Travis Head, Matt Short, Mitch Marsh (capt), Steve Smith, Marnus Labuschagne, Alex Carey, Glenn Maxwell, Aaron Hardie, Mitchell Starc, Adam Zampa, Josh Hazlewood.
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