Brendan Rodgers has made numerous changes from the side that won with ease at Norwich on Saturday, with only three players remaining from the Carrow Road clash.
Only Pepe Reina, Glen Johnson and Joe Allen retain their places from the Carrow Road clash, with Jonjo Shelvey starting in midfield after missing the Premier League encounter through suspension.
There is also a return to the side for Fabio Borini, whose only goal for the club so far has come in this competition.
The team has a more experienced look to it than the one that started away to Young Boys in their first Group A match, and there is room for Steven Gerrard, Luis Suarez and Nuri Sahin on the substitutes' bench.
Udinese field a full-strength side, with last season's top goalscorer Antonio Di Natale returning to the team after being dropped for the game against Genoa at the weekend.
Liverpool starting XI: Reina, Johnson, Coates, Carragher, Robinson, Assaidi, Henderson, Allen, Shelvey, Downing, Borini
Subs: Jones, Suarez, Gerrard, Sahin, Sterling, Skrtel, Wisdom.
Udinese starting XI: Brkic, Danilo, Faraoni, Domizzi, Benatia, Pasquale, Armero, Badu, Pereyra, Pinzi, Di Natale
Subs: Padelli, Coda, Heurtaux, Lazzari, Willians, Ranegie, Fabbrini