Blindside flanker Joe Worsley replaces Chris Jones who injured awrist in Saturday's win over Wales.
Grayson, who missed the Wales match with a calf muscle injury,replaces Olly Barkley, who does not even make the bench despite being praisedby head coach Clive Woodward for his performance against Wales.
Worsley scored England's final try after coming on as areplacement in the 31-21 win last weekend. Back rower Martin Corry comes into the squad for the first timesince the World Cup.
England must beat France by a minimum seven-point margin and stayin front on overall try count - where they currently lead France by 15 triesto 12 - to retain their RBS Six Nations title.
England have not defeated France in Paris by eight or more pointssince 1992, an indication of the scale of their task at the Stade de France. They had to battle back from 21-15 behind to defeat Wales atTwickenham on Saturday and recover from their reverse against Ireland in theprevious round which ended a 22 Test match unbeaten home run.
But while England were not at their best last weekend, neitherwere France whose 31-0 thrashing of a woeful Scotland at Murrayfield on Sunday nevertheless contained plenty of errors. Encouragingly for England, their lineout and especially hookerSteve Thompson were back on form.
Against Ireland, England lost 11 line-outs on their own throw with Thompson's erratic throwing-in a major contribution to the collapseof their set-piece. However, against Wales normal service was resumed.
Saturday's match will be the first meeting between the teams since England's 24-7 World Cup semi-final victory in Sydney in November.
Imanol Harinordoquy returns from injury toreplace Thomas Lievremont in the French team. The towering Harinordoquy, vital in the lineout, missed lastSunday's 31-0 win over Scotland with an injured elbow. No 8 Lievremont, who replaced Olivier Magne in the starting XV forthe win in Cardiff, and kept his place in the match against Scotland, returnsto the bench as head coach Bernard Laporte restores his World Cup back rowof Harinordoquy, Magne and Serge Betsen.
> Laporte "Seriously, though, I think this is the team to beatEngland."
And he was confident France had recovered from last year's WorldCup semi-final defeat to England. "Sometimes you can use a bad memory like that to youradvantage," he added.
The French Federation will pay out 62,580 euros to every playerwho has played in all five wins if they clinch the Grand Slam.
France: Nicolas Brusque (Biarritz); Pepito Elhorga (Agen), Yannick Jauzion(Stade Toulousain), Damien Traille (Pau), Christophe Dominici (StadeFrancais); Frederick Michalak (Stade Toulousain), Dimitri Yachvili (Biarritz);Imanol Harinoroquy (Pau), Olivier Magne (Montferrand), Serge Betsen(Biarritz); Pascal Pape (Bourgoin), Fabien Pelous capt (Stade Toulousain);Pieter De Villiers (Stade Francais), William Servat (Stade Toulousain), Sylvain Marconnet (Stade Francais). Replacements: Yannick Bru (Stade Toulousain), Jean-Jacques Crenca (Agen), DavidAuradou (Stade Francais), Thomas Lievremont (Biarritz), Pierre Mignoni(Montferrand), Julien Peyrelongue (Biarritz), Clement Poitrenaud (Biarritz)
England: Jason Robinson (Sale); Josh Lewsey (Wasps), Will Greenwood(Harlequins), Mike Tindall (Bath), Ben Cohen (Northampton); Paul Grayson(Northampton), Matt Dawson (Northampton); Lawrence Dallaglio capt (Wasps), Richard Hill (Saracens), Joe Worsley (Wasps), Ben Kay (Leicester), Danny Grewcock(Bath), Phil Vickery (Gloucester), Steve Thompson (Northampton), TrevorWoodman (Gloucester) Replacements: Mark Regan (Leeds), Julian White (Leicester), SteveBorthwick (Bath), Martin Corry (Leicester), Andy Gomarsall (Gloucester), MikeCatt