In the back-line, Bryn Cunningham replaces Paddy Wallace at full-back, while Seamus Mallon comes into the centre in place of the injured Shane Stewart.
It's all change up front as Rod Moore replaces Simon Best at prop, and a new look second row features Matt McCullough and Gary Longwell who will make his first Ulster start since Stade Francais visited Ravenhill back in December. Neil McMillan makes his return to Ulster action for the first time since injuring his cruciate ligament against Glasgow in September, replacing Neil Best at openside flanker.
Alan Solomons insisted that the changes were part of his plan to rotate his squad, "We've had 6 back-to-back games at just a notch under test level. These players have never experienced this before and I had alway planned to rotate the squad at some point during this period."
He added, "We were very disappointed after the defeat last weekend but we've reviewed the tape, have got things into perspective and are now looking forward."
Ulster: 15 - Bryn Cunningham, 14 - James Topping, 13 - Seamus Mallon, 12 - Paul Steinmetz, 11 - Tyrone Howe, 10 - David Humphreys, 9 - Neil Doak, 1 - Robbie Kempson, 2 - Matt Sexton, 3 - Rod Moore, 4 - Matt McCullough, 5 - Gary Longwell, 6 - Andy Ward (Captain), 7 - Neil McMillan, 8 - Roger Wilson
Replacements: 16 - Simon Best, 17 - Paul Shields, 18 - Matt Mustchin, 19 - Neil Best, 20 - Kieran Campbell, 21 - Adam Larkin, 22 - Paddy Wallace
