Flanker Lewis Moody will return from injury to lead England in their World Cup Pool B clash with Georgia on Sunday, September 18.
The skipper makes a long-awaited return since aggravating a knee ligament injury during England’s World Cup warm-up campaign.
His inclusion is one of nine changes to the XV that narrowly beat Argentina 13-9 last week.
Locks Simon Shaw and Tom Palmer come in to form an all-new second row in place of the suspended Courtney Lawes and Louis Deacon, while openside flanker Tom Wood replaces Tom Croft.
Matt Stevens comes in at loosehead for the injured Andrew Sheridan, and Dylan Hartley takes over hooking duties.
In the half-backs, Ben Youngs comes in at scrum-half, while Toby Flood replaces Johnny Wilkinson at fly-half after the veteran missed five kicking efforts in the Argentina game.
Shontayne Hape replaces Mike Tindall at 12, joining an unchanged back three of Ben Foden, Chris Ashton and Delon Armitage.
England: Ben Foden, Chris Ashton, Manu Tuilagi, Shontayne Hape, Delon Armitage, Toby Flood, Ben Youngs, Nick Easter, Lewis Moody (c), Tom Wood, Tom Palmer, Simon Shaw, Dan Cole, Dylan Hartley, Matt Stevens.
Replacements: Steve Thompson, Alex Corbisiero, Tom Croft, James Haskell, Joe Simpson, Jonny Wilkinson, Matt Banahan.
