Upton Grey is a village in NE Hampshire, 5 miles SE of Basingstoke. The church is in the village centre, and has a nave with a N aisle and a S porch, a central tower with a vestry on its S side, and a chancel. The nave is Romanesque, perhaps 11thc., and its tall chancel arch now forms the W crossing arch of the tower. The original chancel was the ground floor of the tower, which was raised over it in the 13thc. when a new chancel was built to the E, with a pointed entrance that formed the E arch of the tower. The arches of a demolished S nave aisle are visible in the internal S wall of the nave. In 1715 the N aisle was built for John Limbrey of Hoddington House, with outer walls of brick, separated from the nave by a tall, round headed 3-bay arcade carried on octagonal columns with simple octagonal capitals. The only features recorded here are the W crossing arch and an impost, probably not in-situ, in the SW angle of the nave.

There is no entry in the Domesday Survey recognisably identifiable with Upton Grey, but it has been reasonably suggested that 'Aoltone' in the Survey is Upton Grey (see VCH). This manor was held by Azur under King Edward, when it was assessed at 10 hides, and by Hugh de Port in 1086 when it was assessed at 3½ hides. By 1206 land in Upton was held by Robert de Arundel, and various transactions indicate theat the Arundels were holding Upton until the mid-12thc. and it eventually passed to John de Grey, who died in 1272. It remained in this family until 1467.

The church was granted by Henry de Port to West Sherborne Priory (now Pamber) in the reign of Henry I (1100-35), and it remained in the hands of this alien priory until the supression of the house. As the priory had passed to Queen's College, Oxford the advowson of Upton Grey passed to them.

In 1877 John Oldrid Scott was commissioned to make a complete survey of the church with a view to its restoration. work began on the tower in 1879 and moved onto the chancel in 1880-81. Work began on the nave in 1882, including a new roof, and that completed the restorations. In 1909 the vestry was added on the S side of the tower

A date around 1100 is suggested for the tower arch. The impost looks earlier, certainly 11thc. and probably pre-Conquest. This would seem to rule out the possibility that it is in-situ as part of the lost S aisle arcade, which must have been 12thc. at the earliest.