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In all, 13 of the summer touring squad miss out on senior selection.
Charlie Hodgson, who endured a nightmare tour of New Zealand, has not been included in either squad with Leicester's Andy Goode preferred in the Saxons.
Wasps fly-half Danny Cipriani has been included in the second string, even though he will not return from a fractured dislocation of his right ankle until at least the end of November.
The only specialist fly-half in the full England squad is Jonny Wilkinson, though Olly Barkley, Toby Flood and Shane Geraghty all provide cover from inside centre.
Johnson admitted changes were necessary after England lost both Tests on the New Zealand tour.
He said: “I don’t think there is a tougher task than going to play New Zealand away.
“What did we find out? Some of the players stood up and competed well and I think we found out something about everyone who went on that tour, and that is factored in to the squad we have named today.
“We were beaten in those two matches by a very good New Zealand team. We have to compete with them and become a better rugby team.”
Johnson admitted the area of player conduct had been seriously looked at after the tour was overshadowed by serious allegations involving four players.
He added: “There is something in the contract about that. A lot has been spoken about that after New Zealand.
“When we get together in August it will be one of the first things we discuss.
“The players will be aware of it. They will be under no illusions as to where responsibilities lie.”
But he added: “Although the allegations were very serious, I regard the 64 players we have chosen of very good character.”
Johnson added that the captain of the team will be named in due course.
England’s 32-man Elite Player Squad:
Forwards: S Borthwick (Saracens), G Chuter (Leicester), J Crane (Leicester), T Croft (Leicester), D Hartley (Northampton), J Haskell (Wasps), N Kennedy (London Irish), L Mears (Bath), L Moody (Leicester), L Narraway (Gloucester), T Palmer (Wasps), T Payne (Wasps), T Rees (London Wasps), S Shaw (Wasps), A Sheridan (Sale), M Stevens (Bath), P Vickery (Wasps).
Backs: O Barkley (Gloucester), D Care (Harlequins), H Ellis (Leicester), T Flood (Leicester), R Flutey (Wasps), S Geraghty (London Irish), D Hipkiss (Leicester), J Lewsey (Wasps), J Noon (Newcastle), P Richards (London Irish), P Sackey (Wasps), J Simpson-Daniel (Gloucester), M Tait (Sale), T Varndell (Leicester), J Wilkinson (Newcastle).
England’s 32-man Saxons Elite Player Squad:
Forwards: S Armitage (London Irish), R Blaze (Leicester), L Deacon (Leicester), N Easter (Harlequins), J Forster (Gloucester), T Guest (Harlequins), J Hobson (Bristol), C Jones (Sale), B Kay (Leicester), M Lipman (Bath), D Paice (London Irish), G Skivington (Wasps), A Titterrell (Gloucester), J Ward (Wasps), D Wilson (Newcastle), N Wood (Gloucester), J Worsley (Wasps).
Backs: N Abendanon (Bath), A Allen (Gloucester), M Banahan (Bath), M Brown (Harlequins), D Cipriani (Wasps), B Foden (Northampton), A Goode (Leicester), P Hodgson (London Irish), R Lamb (Gloucester), U Monye (Harlequins), T Ojo (London Irish), D Strettle (Harlequins), M Tindall (Gloucester), D Waldouck (Wasps), R Wigglesworth (Sale).