Alasdair Dickinson will make his first Guinness Premiership start at loose-head prop in place of Nick Wood and Olivier Azam returns at hooker. It will be the Frenchman's first start since Gloucester's 30-25 defeat against Harlequins in March.
Will James comes in at lock for Alex Brown following a series of high energy performances from the bench and he will partner skipper Marco Bortolami.
There is also a change in the back row where Gareth Delve starts at number eight in place of Luke Narraway. Delve, a powerful contributor in Gloucester's 39-15 win over Saracens, starts his first game since defeat against Bristol in February.
The only other change comes at scrum-half where Gareth Cooper will partner Ryan Lamb at half-back.
"We have taken on and appreciated some lessons in the last fortnight and we now know that if we make mistakes we will get punished in the coming weeks," said Ryan.
"Complacency will not be a problem - we cannot afford it to be when there is so much at stake at this stage of the season. There were certain parts of the season where I would have liked us to cope better but we are in a good position and it's our job to strengthen it.
"It has been a bruising few weeks, the games have been of huge intensity, but we need to retain our focus and determination and put together another good performance - it is in our hands."
Alongside Dickinson and Azam, Carlos Nieto will start at tight-head. In the back row, Alasdair Strokosch and Akapusi Qera will line-up alongside Delve at number eight. Qera scored Gloucester's second try last weekend in the victory over Sarries.
Outside Cooper, Ryan Lamb will start at number 10 following his 19-point haul last weekend. Mike Tindall will start at inside centre alongside James Simpson-Daniel in the outside centre position.
Iain Balshaw, Willie Walker Walker and Lesley Vainikolo - who has nine tries in nine Guinness Premiership games this season - complete the back three.
There are also changes on the bench. Hooker Andy Titterrell is joined by prop Jack Forster, lock Alex Brown moves to the bench and the forwards are completed by Peter Buxton, who returns to the squad.
Scrum-half Rory Lawson, stand-off Chris full-back and full-back Olly Morgan returns following a hamstring injury.
"It is up to us to get the foundations of our game right first and foremost and if we can do that then we can be a threat," Ryan added.
"We have had the group back together for a few weeks now and we are building some momentum at the right time. We have to carry it forward tomorrow."
Gloucester will do their bit for Breast Cancer Care tomorrow in the Tackled Pink weekend across the Guinness Premiership.
Women can purchase tickets for all the games at a special price of £15, with £4.25 of every ticket going directly to Breast Cancer Care.
At the games themselves referees will be dressed in pink, Saracens will be playing in pink, and fans are encouraged to turn themselves pink for the occasion.
Gloucester will decorate the stadium with pink flowers; balloons and ribbons, there will be a jewellery stand in the Shogun bar, a chance to win a signed Gloucester ball in a competition, Express Pink manicures will be offering their services before the game and there will also be a chance to meet some of the senior players.
At half-time, four ladies will race around the pitch to help raise awareness for the campaign.
"This campaign is a Premiership-wide initiative and it is hugely important we play our part in raising awareness for Tackled Pink," said Gloucester's head of sales and marketing Pete Grzonka.
"We hope as many people as possible come and support this event and at the same time see some top quality Guinness Premiership rugby. Hopefully, we can use our position within the community to raise awareness for this fantastic cause as much as possible."
Special pink cocktails will be served in the bars and all ladies tickets anywhere in the stadium are priced at £15.
GLOUCESTER (v Leeds Carnegie, tomorrow, 3pm): Willie Walker; Iain Balshaw, James Simpson-Daniel, Mike Tindall, Lesley Vainikolo; Ryan Lamb, Gareth Cooper; Alasdair Dickinson, Olivier Azam, Carlos Nieto, Will James, Marco Bortolami (capt), Alasdair Strokosch, Akapusi Qera, Gareth Delve. Reps: Andy Titterrell, Jack Forster, Alex Brown, Peter Buxton, Rory Lawson, Chris Paterson, Olly Morgan.
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