Back rower Peter Buxon replaces Samoan Junior Paramore, while there is a straight swap in the tight five with veteran lock Mark Cornwall replacing in for his counterpart Ed Pearce to face Newcastle on Saturday.
Gloucester captain Jake Boer has lamented the fact that the side have had little time to celebrate their Powergen Cup Final win as they were now busy focusing on the job ahead.
"Obviously, winning the Powergen Cup and achieving our first goal of the season takes the pressure off a bit, but we now have to work very hard to achieve our next goal, which is to finish top and win the Premiership," said Boer.
Despite grinding out a result against Newcastle at Kingston Park earlier in the season, Boer is adamant about the challenge that the Falcons will present, given they are fighting for Premiership survival.
"The Falcons have some class players in their squad and we will certainly not be underestimating the quality they will bring to Kingsholm," added Boer.
"They have had two weeks off, they will have prepared well and they have altered the way they are playing at the moment. We will have to be at our best to get the result again on Saturday."
Forwards: Olivier Azam, Jake Boer (captain), Peter Buxton, Mark Cornwell, Andy Deacon, Adam Eustace, Rob Fidler, James Forrester, Chris Fortey, Andy Hazell, Rodrigo Roncero, Trevor Woodman.
Backs: Simon Amor, Thinus Delport, Terry Fanolua, Marcel Garvey, Andy Gomarsall, Ludovic Mercier, Henry Paul, James Simpson-Daniel, Clive Stuart-Smith, Robert Todd.
Kick-off: 15.00 BST (14.00 GMT)