Coach Declan Kidney has also named the more experienced Eoin Reddan in the starting XV ahead of Connor Murray following the unconvincing 22-10 win over USA.
O'Brien returns at openside after completing his rehabilitation from the knee injury which has kept him sidelined since August 20, while Kearney replaces Geordan Murphy at full-back having not played for a month because of a groin strain.
Prop Healy has also been declared fit again after sustaining an eye injury against England, while Kidney revealed Stephen Ferris will play despite not being able to take part in every training session.
"The players coming back will bring freshness to the team," Kidney said. "If you play the same team week in, week out, it becomes difficult for everybody.
"I didn't think Sean, Rob or Healy were as fit as they needed to be to play against the USA last week so they got another week under their belts.
"They're raring to go and that brings its own impetus into the team. That's what you need.
"Rob could have played last week but some guys have the capacity to come in and play well. Rob's shown that in the past and against Scotland last month.
"For him to be more confident that his leg isn't in any way an issue, I felt he should have another week off.
"You don't want a fella having what the medics call a chronic injury which is ongoing from week to week.
"We have a small bit of that already in that Stephen doesn't train every day. You don't want that right through the team."
Kidney has reunited Leinster's Heineken Cup-winning half-backs of Reddan and Jonathan Sexton for the crucial Pool C showdown in Auckland.
And although it is the sixth successive Test that Kidney has fielded a different pairing at nine and 10, the Ireland boss denied there was any doubt over his first-choice in those positions.
"The combination of Reddan and Jonny have played a fair bit together," he said. "They went well against England in March and went well in Heineken Cup matches.
"With Gordon D'Arcy and Brian O'Driscoll there, it's a combination that went well at the end of last season.
"There's no uncertainty at all in my mind who my first choice half-back partnership is.
"We're lucky that we have a number of combinations we can play and they're all good.
"The only uncertainty is who to leave out because they're all good players. Both outside-halves are going really well. The problem is not who to pick, it's who to leave out."
Ireland: 15 R Kearney, 14 T Bowe, 13 B O'Driscoll (capt), 12 G D'Arcy, 11 K Earls, 10 J Sexton, 9 E Reddan, 1 C Healy, 2 R Best, 3 M Ross, 4 D O'Callaghan, 5 P O'Connell, 6 S Ferris, 7 S O'Brien, 8 J Heaslip.Replacements: 16 J Flannery, 17 T Court, 18 D Ryan, 19 D Leamy, 20 C Murray, 21 R O'Gara, 22 A Trimble (Ulster).
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