Mark Anscombe has made five personnel changes and two positional changes to the team that beat the Dragons last weekend for Friday night’s RaboDirect PRO12 match against Connacht at the Sportsground, kick-off 7.45pm.
Jared Payne has recovered from the ankle knock that he suffered against Saracens and starts at full-back.
Chris Henry, Andrew Trimble and Paddy Jackson, who were rested against the Dragons, also return to the side.
In the only other personnel change, Lewis Stevenson starts in the second-row, with Iain Henderson named as a substitute.
The positional changes see Tommy Bowe switch from the right wing to the left, and Ruan Pienaar moving from out-half to scrum half.
Johann Muller and John Afoa are named on a strong bench, as is Paul Marshall, who will make his 100th appearance for the Province if he comes on.
Connacht boss Eric Elwood has named an unchanged side for the Ulster clash after defeating Edinburgh 32-24 at Murrayfield last week.
The experienced front row of Brett Wilkinson, Adrian Flavin and Ronan Loughney have a total of 429 Connacht caps between them.
21-year-old Kieran Marmion, who has started every game this season, remains in the half back pairing with Dan Parks, while March Player of the Month Brian Murphy is named at first centre for his fifth Connacht start this year.
Looking ahead to the game, Elwood said: "We were obviously happy with last week's win against Edinburgh. It was a very good victory for us but we're not getting carried as it means nothing if we can't back it up and have consistency now in this derby match against Ulster.
"We're looking forward to a physical contest. You can't shy away from the physicality. You have to be able to go toe-to-toe up front with Ulster and you have to be able to control the break down area. And that's key for us this weekend.
"We'll have the extra spice of the derby game at home. They're looking for top four and we still believe we have a lot to play for with three to go. So it should be ding dong."
Connacht XV: R Henshaw, D Poolman, E Griffin, B Murphy, G Duffy (c), D Parks, K Marmion; B Wilkinson, A Flavin, R Loughney, M Swift, M McCarthy, M Kearney, J Muldoon, G Naoupu.
Replacements: E Reynecke, R Ah You, JP Cooney, A Browne, M Fifita, P O'Donohoe, M Nikora, F Vainikolo.
Ulster XV: J Payne, A Trimble, D Cave, S Olding, T Bowe, P Jackson, R Pienaar; T Court, R Best (c), R Lutton, L Stevenson, D Tuohy, R Diack, C Henry, N Williams.
Replacements: R Herring, C Black, J Afoa, J Muller, I Henderson, P Marshall, M Allen, P Nelson.