Tom Wood will win his first England cap in the RBS 6 Nations opener against Wales at the Millennium Stadium on Friday night (7.45pm).
The Northampton Saints flanker takes over from Tom Croft (Leicester Tigers) and is one of three changes to the side beaten 21-11 by South Africa on November 27.
Louis Deacon (Leicester Tigers) and James Haskell (Stade Francais) win their 19th and 30th caps respectively in place of injured pair Courtney Lawes (Northampton Saints) and Lewis Moody (Bath Rugby).
England will be captained by 2003 World Cup winner Mike Tindall (Gloucester Rugby), who leads the side out for the first time.
Returning on the bench are Jonny Wilkinson (Toulon) and Joe Worsley (London Wasps) in place of Charlie Hodgson (Sale Sharks) and Hendre Fourie (Leeds Carnegie).
Prop Paul Doran-Jones (Gloucester Rugby), scrum half Joe Simpson (London Wasps) and full back Nick Abendanon (Bath Rugby) have been released to join the England Saxons squad preparing to play Ireland A in Belfast on Friday.
The other players in the squad who have returned to their clubs are Fourie, George Chuter (Leicester Tigers), George Skivington (Leicester Tigers), Phil Dowson (Northampton Saints), Charlie Hodgson (Sale Sharks) and David Strettle (Saracens).
England Team to face Wales
15 Ben Foden Northampton Saints
14 Chris Ashton Northampton Saints
13 Mike Tindall (C) Gloucester Rugby
12 Shontayne Hape Bath Rugby
11 Mark Cueto Sale Sharks
10 Toby Flood Leicester Tigers
9 Ben Youngs Leicester Tigers
1 Andrew Sheridan Sale Sharks
2 Dylan Hartley Northampton Saints
3 Dan Cole Leicester Tigers
4 Louis Deacon Leicester Tigers
5 Tom Palmer Stade Francais
6 Tom Wood Northampton Saints
7 James Haskell Stade Francais
8 Nick Easter Harlequins
16 Steve Thompson Leeds Carnegie
17 David Wilson Bath Rugby
18 Simon Shaw London Wasps
19 Joe Worsley London Wasps
20 Danny Care Harlequins
21 Jonny Wilkinson RC Toulon
22 Matt Banahan Bath Rugby