With players away with England, the England Saxons and Scotland, only Eliota Fuimaono-Sapolu, James Simpson-Daniel and Alex Brown retain their places in the starting line up from last weekend's Heineken Cup win over Toulouse.
However, Gloucester, as the defending LV= Cup champions, still have a lot to play for and are able to name a strong line up.
New signing Ollie Phillips makes his first appearance in the Cherry and White, Tim Molenaar makes his first start of the season and there's an opportunity for England U20 international Ryan Mills at fly half.
Up front, tight head prop Shaun Knight is set for his first start for the club while Andy Hazell and Brett Deacon make their first starts since Connacht at home on December 17th.
Head Coach Bryan Redpath shrugged off the fact that he's denied the services of so many when he spoke to the media in the week, preferring to focus on the strength of the squad.
"Last Friday night was great in terms of creating a feel good factor and we now have to carry that on even though there is a big swing in personnel.
"We're having to make full use of the squad but most have played first team this season and also played very well in the A League, where our form in the last four games was really good.
"Now, they're going to get their opportunity on Saturday and also over the next few weeks during the Six Nations period.
"Quite a few of them have been chomping at the bit, desperate to play. Our squad is important, they're all good club men and the next six weeks are important to us."
Tom Voyce; Ollie Phillips, Tim Molenaar, Eliota Fuimaono-Sapolu, James Simpson-Daniel; Ryan Mills, Dave Lewis; Dan Murphy, Matias Cortese, Shaun Knight; Will James, Alex Brown; Peter Buxton (capt), Andy Hazell, Brett Deacon
Darren Dawidiuk; Yann Thomas, Dario Chistolini, Matt Cox, Gareth Evans, Nick Runciman, Mike Tindall, Henry Trinder