The province's starting line-up shows six changes in personnel and one positional switch to the side that lost 24-0 to Harlequins at the Stoop.
Among the backs, Adam D'Arcy, a rugby league player from Manly in Australia who is currently on trial with Ulster, has been named at full-back in place of David McIlwaine.
Tommy Seymour replaces Nevin Spence on the left wing, centres Darren Cave and Ian Whitten will start their third consecutive game together, while half-backs Niall O'Connor and Ian Porter and Under-20 winger Craig Gilroy retain their places from the Harlequins match.
Up front, Rory Best's inclusion at hooker sees Nigel Brady drop to the bench and the Irish International assumes the captaincy.
Tim Barker comes into the second row for Ryan Caldwell, while Stephen Ferris' return means that Robbie Diack misses out and Pedrie Wannenburg moves from the blindside flank to number 8. Thomas Anderson also makes way for Willie Faloon at openside.
Tickets for the match are still available and you can purchase them at the gates which open at 6pm on match night.
ULSTER (v Leeds Carnegie): Adam D'Arcy; Craig Gilroy, Darren Cave, Ian Whitten, Tommy Seymour; Niall O'Connor, Ian Porter; Bryan Young, Rory Best (capt), Declan Fitzpatrick, Johann Muller, Tim Barker, Stephen Ferris, Willie Faloon, Pedrie Wannenburg.
Replacements: Nigel Brady, Paul Karayiannis, Adam Macklin, Ryan Caldwell, Thomas Anderson, Robbie Diack, Michael Heaney, Ian Humphreys, Jonny Shiels, David McIlwaine.