Neil Doak loses out to Kieran Campbell at scrum half, while Andrew Maxwell comes onto the right wing instead of Tommy Bowe, who gets a well earned rest following his busy couple of weeks with the Irish squad and takes his place on the bench.
Hooker Nigel Brady returns to the bench having recovered from an eye injury he picked up during the Heineken Cup game in Gloucester. One other change on the bench sees the inclusion of former Irish under 21 player Scott Young in the 22 for this first time since Ulster played Leinster in September.
This is a must win game for Ulster, coming after successive defeats. In reality, the talent in the squad and coach belies their current table position and a lack of experience has probably cost them in at least three games this season where they should have won.
Ulster will be looking for a series win as they have both won (against Edinburgh) and lost (to Glasgow) this season in their travels across to Scotland. The borders are in a worse situation then Ulster, with no wins to their credit throughout the Celtic league.
15 - Bryn Cunningham 14 - Andrew Maxwell 13 - Jonny Bell12 - Paul Steinmetz 11 - Tyrone Howe10 - Adam Larkin9 - Kieran Campbell 1 - Simon Best
16 - Nigel Brady17 - Ronan McCormack18 - Gary Longwell19 - Gary Brown20 - Neil Doak21 - Scott Young22 - Tommy Bowe