Billy Holland will captain the side at Rodney Parade.
Head Coach Rob Penney has continued his rotation policy with 12 changes to the team that beat Cardiff Blues 31-10 last week.
Try-scorer Felix Jones is the only survivor in the backs with CJ Stander and Holland the only forwards to keep their places.
Prop Stephen Archer will earn his 60th cap and is joined in the front row by Dave Kilcoyne and hooker Mike Sherry.
O'Connell and Donncha O'Callaghan make up the second row with Holland, Stander and no. 8 James Coughlan in the back row.
Duncan Williams will be partnered at half-back by the returning Keatley with Downey and Earls starting in the centre positions.
Denis Hurley comes onto the left wing for his first start since injuring his knee against Gloucester with new signing van den Heever making his debut on the opposite flank.
Ian Nagle is named on the replacements bench and could feature for the first time since he injured his left foot against Zebre in the middle of September.
Munster go into the game as leaders of the RaboDirect PRO12 and will be keen to extend their five game winning streak.
In making 12 changes to a side that performed so impressively last weekend against Cardiff, Rob Penney has given his players a chance to impress ahead of the crucial Heineken Cup double-header against Perpignan.
"There are some players getting an opportunity this week that will need to play well to force their hand in terms of ERC selection," said the New Zealander.
"It's exciting because the other guys have done their job and when you're growing in depth and guys are getting rotated in, then they've got to perform well when they get their opportunity."
Please note Friday night's game will not be televised and updates will be issued via Twitter here.
Munster: Felix Jones; Gerhard van den Heever, Keith Earls, James Downey, Denis Hurley; Ian Keatley, Duncan Williams; Dave Kilcoyne, Mike Sherry, Stephen Archer; Donncha O'Callaghan, Paul O'Connell; Billy Holland (Capt.), CJ Stander, James Coughlan
Replacements: Damien Varley, James Cronin, BJ Botha, Ian Nagle, Barry O'Mahony, Cathal Sheridan, JJ Hanrahan, Ivan Dineen