Up front, Denis Buckley makes way for Brett Wilkinson at loosehead prop and Ronan Loughney, who last week was called up to the Ireland training squad, returns to the tighthead prop position.
Elsewhere in the pack, David Gannon replaces Eoin McKeon at blindside flanker. Gannon is joined in the back row by former Ulster flanker Willie Faloon, who will captain Connacht in Belfast.
There are no changes to the westerners' back-line with Dan Parks making his second appearance for the province at out-half.
Try scorers from the Leinster game, Tiernan O'Halloran and Fetu'u Vainikolo, start again on the wings while the centre partnership of Eoin Griffin and David McSharry remains in place.
Along with long-term absentees Frank Murphy and Dave Nolan, team captain Gavin Duffy remains sidelined with a hamstring injury.
Andrew Browne, Matt Healy, Matthew Jarvis, Eoin McKeon, Brian Murphy, Paul O'Donohoe, Danie Poolman and Kyle Tonetti are also unavailable for selection at present.
CONNACHT (v Ulster): Robbie Henshaw; Tiernan O'Halloran, Eoin Griffin, David McSharry, Fetu'u Vainikolo; Dan Parks, Kieran Marmion; Brett Wilkinson, Adrian Flavin, Ronan Loughney, Michael Swift, Mike McCarthy, David Gannon, Willie Faloon (capt), George Naoupu.
Replacements: Jason Harris-Wright, Denis Buckley, Nathan White, John Muldoon, Johnny O'Connor, David Moore, Miah Nikora, Mata Fifita.