Victoria won the toss and decided to bat on the opening day of the three-day tour match with England at the Melbourne Cricket Ground on Friday.
England made six changes to the team that won the second Ashes Test in Adelaide on Tuesday, resting batsmen Kevin Pietersen and Jonathan Trott and their frontline bowling attack.
Injured quick Stuart Broad has returned home after straining stomach muscles while bowling in Adelaide and Tim Bresnan, Chris Tremlett and Ajmal Shahzad will be vying for a place in the England team for next week's third Test in Perth.
Eoin Morgan, Steven Davies and Monty Panesar will also make an appearance for the tourists against Victoria.
Victoria's David Hussey, 33, the brother of Test batsman Mike Hussey, will be chasing a big innings in a bid to push his claim for a Test call-up.
England will head to Perth on Monday in preparation for the third Test, which starts on December 16.
The tourists, who lead the five-match Test series one-nil, can retain the Ashes with victory at the WACA.
Victoria - Cameron White (capt), Ryan Carters, Aaron Finch, David Hussey, Michael Hill, John Hastings, Matthew Wade, Alex Keath, Jon Holland, Clinton McKay, Jayde Herrick.
England - Andrew Strauss (capt), Alastair Cook, Ian Bell, Paul Collingwood, Eoin Morgan, Matt Prior, Steven Davies, Tim Bresnan, Ajmal Shahzad, Chris Tremlett, Monty Panesar.
Umpires: Geoff Joshua (AUS), Paul Wilson (AUS)
Match Referee: Bob Stratford (AUS)