Blindside flanker Joe Worsley replaces Chris Jones who injured a wrist 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 praised by head coach Clive Woodward for his performance against Wales.
Worsley scored England's final try after coming on as a replacement in the 31-21 win last weekend. Back rower Martin Corry comes into the squad for the first time since the World Cup.
England must beat France by a minimum seven-point margin and stay in front on overall try count - where they currently lead France by 15 tries to 12 - to retain their RBS Six Nations title.
England have not defeated France in Paris by eight or more points since 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 at Twickenham on Saturday and recover from their reverse against Ireland in the previous round which ended a 22 Test match unbeaten home run.
But while England were not at their best last weekend, neither were 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 hooker Steve 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 collapse of 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 to replace Thomas Lievremont in the French team. The towering Harinordoquy, vital in the lineout, missed last Sunday's 31-0 win over Scotland with an injured elbow. No 8 Lievremont, who replaced Olivier Magne in the starting XV for the win in Cardiff, and kept his place in the match against Scotland, returns to the bench as head coach Bernard Laporte restores his World Cup back row of Harinordoquy, Magne and Serge Betsen.
Julien Bonnaire, who won his first cap as a replacement against Scotland, loses his place on the bench. Montferrand's Pierre Mignoni, is called up as scrum-half cover -- an option Laporte did not take out for the Scotland match -- and replaces wing Vincent Clerc on the bench.
> Laporte "Seriously, though, I think this is the team to beat England."
And he was confident France had recovered from last year's World Cup semi-final defeat to England. "Sometimes you can use a bad memory like that to your advantage," he added.
The French Federation will pay out 62,580 euros to every player who 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 (Stade Francais); 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), David Auradou (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), Trevor Woodman (Gloucester) Replacements: Mark Regan (Leeds), Julian White (Leicester), Steve Borthwick (Bath), Martin Corry (Leicester), Andy Gomarsall (Gloucester), Mike Catt
