Gavin Henson partners Sonny Parker in an all Welsh midfield while Gordon Ross takes over at fly-half and partners Nick Runciman at half-back.
There are two changes in the forwards. Tom Bristow starts at loosehead in place of Franck Montanella and Lee Beach comes into the side for Alfie To'oala at No. 8.
Lyn Jones' side will be looking to bounce back from a 29-19 defeat to London Wasps last Sunday and with six former Bath players in the Welsh squad, the game won't lack a competitive edge.
Nick Scott, Tom Voyce, Paulica Ion, Martin Purdy, captain Jonathan Mills and replacement Billy Moss have all played rugby at The Rec and will be looking to inspire their side to a win over their former club.
For Bath, Matt Banahan returns to the Bath side to make his first appearance since the second round of Aviva Premiership fixtures.
The England international starts at outside centre, forming a midfield partnership with Ben Williams. Tom Biggs and Kyle Eastmond start on the wings with Nick Abendanon at full-back. Stephen Donald and Michael Claassens continue their half-back partnership.
The two sides met earlier this year in a pre-season friendly at The Rec with the English side emerging 40-31winners.
Welsh's tries that day came from Dan George, Jonah Holmes, Paulica Ion and Ashley Smith.
London Welsh: 15 Tom Arscott 14 Nick Scott 13 Sonny Parker 12 Gavin Henson 11 Tom Voyce 10 Gordon Ross 9 Nick Runciman, 1 Tom Bristow 2 Neil Briggs 3 Paulica Ion 4 Martin Purdy Matt Corker 6 Jonathan Mills (c) 7 Michael Hills 8 Lee Beach.
Replacements: Dan George, Bill Moss, Arthur Joly, Adam Brown, Mike Denbee, Tyson Keats, Seb Jewell, James Lewis.