Munster Coach Rob Penney has made six changes in all for tomorrow evening's crucial Pool 6 clash at Kingsholm.
Foley will make his first Heineken Cup appearance for Munster tomorrow, while his fellow Tipperary man Tommy O' Donnell is in the back row.
Elsewhere, Conor Murray is back from injury and will win his 50th cap at scrum-half.
There are three further changes in the backs; with James Downey, Johne Murphy and Keith Earls all returning.
Downey will partner Casey Lualala in the centre, Earls is on the right wing, with Murphy on the left wing.
Ian Keatley & Felix Jones hold on to the fly-half and full-back jerseys respectively, while there are two changes in the forwards, with BJ Botha and Dave Foley coming into the pack.
Munster XV to play Gloucester: Felix Jones; Keith Earls, Casey Laulala, James Downey, Johne Murphy; Ian Keatley, Conor Murray; Dave Kilcoyne, Damien Varley, BJ Botha; Dave Foley, Paul O'Connell; Peter O'Mahony (Capt.), Tommy O'Donnell, James Coughlan.
Replacements: Duncan Casey, James Cronin, Stephen Archer, Donncha O'Callaghan, CJ Stander, Duncan Williams, JJ Hanrahan, Simon Zebo.
