Ulster coach Dan McFarland has made 12 changes from last weekend's heavy defeat by Munster for Friday's Rainbow Cup derby against Leinster at the RDS.
British and Irish Lions selection Iain Henderson, Jacob Stockdale and Stuart McCloskey are the only Ulster starters retained from the 38-10 defeat.
Billy Burns, Rob Herring and Robert Baloucoune are among those drafted in.
A strong Leinster line-up includes Lions selections Robbie Henshaw and Tadhg Furlong, plus Garry Ringrose.
Ireland regulars Jordan Larmour, Cian Healy and James Ryan will also start for the home side in addition to other internationals Josh van der Flier, Caelan Doris, Ryan Baird, Sean Cronin, Luke McGrath, Ross Byrne and Dave Kearney.
Leinster's strength is further emphasised by the inclusion on the bench of another Lions selection Jack Conan plus other Ireland internationals Devin Toner, Ronan Kelleher and Michael Bent.
Centre James Hume replaces the suspended Will Addison for Ulster after the Ireland international's red card at Thomond Park with Baloucoune, Craig Gilroy, Burns and Dave Shanahan taking over from Rob Lyttle, Ethan McIlroy, Michael Lowry and Alby Mathewson in the backs.
Eric O'Sullivan, Ireland hooker Herring and Marty Moore will form an entirely changed front row as Andy Warwick and John Andrew drop out of the squad and Tom O'Toole is relegated to the bench.
Sam Carter will partner Henderson in the second row as Alan O'Connor drops to the replacements while it's all change in the back row changes as Matthew Rea takes over from his brother Marcus with Sean Reidy and Nick Timoney displacing Jordi Murphy and David McCann.
Munster and Connacht make nine changes
Munster include CJ Stander, Peter O'Mahony, Damian de Allende and Andrew Conway for Friday evening's derby against Connacht but coach Johann van Graan has picked a largely second string starting team for the Thomond Park game which kicks off at 18:00 BST.
With the side showing nine changes from the win over Ulster, full-back Matt Gallagher makes his first appearance since November after recovering from a shoulder injury.
Lions selection Conor Murray will make his 150th Munster appearance if he comes off a strong Munster replacements bench which also includes another inclusion in Warren Gatland's squad Tadhg Beirne plus other Ireland players Dave Kilcoyne, Joey Carbery and Keith Earls.
Connacht also make nine changes in personnel from last weekend's 50-21 home defeat by Leinster.
Sammy Arnold, Alex Wootton and Kieran Marmion replace Peter Sullivan, Matt Healy and Caolin Blade in the backs.
Andy Friend rejigs his front row with former Ulster player Paddy McAllister, Shane Delahunt and Dominic Robertson-McCoy taking over from Denis Buckley, Dave Heffernan and Finlay Bealtham while other pack changes see Ultan Dillane, Cian Prendergast and Abraham Papali'i drafted in for Gavin Thornbury, Eoghan Masterson and Jarrad Butler.
Team line-ups
Leinster: J O'Brien; Larmour, Ringrose, Henshaw, Kearney; R Byrne, McGrath (capt); Healy, Cronin, Furlong; Baird, Ryan; Murphy, Van der Flier, Doris.
Replacements: Kelleher, Milne, Bent, Toner, Conan, Foley, O'Loughlin, T O'Brien.
Ulster: Stockdale, Baloucoune, Hume, McCloskey, Gilroy; Burns, Shanahan; O'Sullivan, Herring, Moore; Carter, Henderson (capt); Mattnew Rea, Reidy, Timoney.
Replacements: Roberts, Reid, O'Toole, A O'Connor, Jones, Doak, Madigan, Lyttle.
Munster: Gallagher; Conway, Goggin, De Allende, Daly; Healy, Casey; Cronin, Marshall, Ryan; Kleyn, Holland; Coombes, O'Mahony (capt), Stander.
Replacements: N Scannell, Kilcoyne, Archer, Beirne, O'Donoghue, Murray, Carbery, Earls.
Connacht: Porch, Arnold, O'Brien, Daly (capt), Wootton; Fitzgerald, Marmion; McAllister, Delahunt, Robertson-McCoy; Murray, Dillane; Prendergast, Oliver, Papali'i.
Replacements: Heffernan, Buckley, Bealham, Masterson, Masterson, Blade, Carty, Sullivan.