Charles Piutau and Franco van der Merwe miss out through injury, while Ruan Pienaar is rested
Tommy Bowe will make his first start in six months on Friday night as Ulster travel to the Sportsground to take on Pro12 champions Connacht.
The Irish international featured for the final 20 minutes of last week's narrow victory over Ospreys at Kingspan Stadium and he comes into the team on the right wing.
League leaders Ulster will be without Charles Piutau and Franco van der Merwe who are both ruled out after picking up injuries last week against Ospreys, while Ruan Pienaar drops out of the squad.
Bowe will be joined in the back three by Craig Gilroy and Jared Payne, who will captain the side from full-back. Darren Cave retains his place at inside centre where he will be joined in the midfield by Louis Ludik.
Paddy Jackson is joined at half-back by Paul Marshall while up front, Callum Black comes into the front row alongside Rory Best and Rodney Ah You.
Robbie Diack and Pete Browne will start together in the second row and Clive Ross comes in at openside flanker to partner Iain Henderson and Roger Wilson in the back row.
Rob Herring, Sean Reidy and Rob Lyttle are among the replacements.
(15-9): Jared Payne (C); Tommy Bowe, Louis Ludik, Darren Cave, Craig Gilroy; Paddy Jackson, Paul Marshall;
(1-8): Callum Black, Rory Best, Rodney Ah You, Robbie Diack, Pete Browne, Iain Henderson, Clive Ross, Roger Wilson;
Replacements (16-23): Rob Herring, Andy Warwick, Ross Kane, Kieran Treadwell, Sean Reidy, Dave Shanahan, Brett Herron, Rob Lyttle.