The Official Online RBS 6 Nations Store is open. The store has everything you need to get behind your team during the RBS 6 Nations, plus the store is now fully stocked with a much wider range of rugby merchandise.
Lions duo Gethin Jenkins and Adam Jones complete the front row for Wales while scrum-half Gareth Cooper partners Stephen Jones at half-back.
James Hook will take the No.13 jersey for the first time in his international career alongside Jamie Roberts in midfield after Lee Byrne was cleared to play at full-back.
Uncapped scrum-half Richie Rees takes his place on the bench while wing Leigh Halfpenny is also among the replacements.
"Gareth Williams has been in great form for his region and produced some impressive performances in recent weeks and very much deserves his chance," said Gatland.
"We are obviously disappointed for Matthew but he returned to us with a sore groin after playing at the weekend and he has not responded as quickly as we would have like to treatment which has ruled him out of this weekend."
Wales team to face England: Lee Byrne; Tom James, James Hook, Jamie Roberts, Shane Williams; Stephen Jones, Gareth Cooper; Gethin Jenkins, Gareth Williams, Adam Jones, Alun-Wyn Jones, Luke Charteris, Andy Powell, Martyn Williams, Ryan Jones (captain).
Replacements: Huw Bennett, Paul James, Bradley Davies, Jonathan Thomas, Richie Rees, Andrew Bishop, Leigh Halfpenny.