1. CAROLINA PANTHERS
THEY NEED: QB, WR, DT, DE, CB.
POSSIBLE FIRST PICK: QB Cam Newton.
OUTLOOK: San Diego defensive coordinator Ron Rivera replaced John Fox as coach. His first draft would be much easier if Stanford QB Andrew Luck hadn't stayed in school. Newton's skills, arm and athleticism have wowed the brass, but the franchise has shied away from players with off-field questions. Still, they desperately need franchise QB to jump-start NFL's worst offense.
2. DENVER BRONCOS
THEY NEED: DL, LB, maybe WR with Demaryius Thomas and Eddie Royal hurt
POSSIBLE FIRST PICK: DE-DT Marcell Dareus.
OUTLOOK: They are eager to forget all about worst season in 51-year history and get on with rebuilding project after Josh McDaniels' 22-month reign of error. Really need defensive tackle to build around.
3. BUFFALO BILLS
THEY NEED: A lot. Improving pass rush and upgrading offensive line. Though comfortable with QB Ryan Fitzpatrick, haven't ruled out selecting quarterback.
POSSIBLE FIRST PICK: OLB Von Miller, Newton, Dareus, QB Blaine Gabbert.
OUTLOOK: With offense starting to click, and coach Chan Gailey adept in adjusting to strengths of roster, improvement appears close. Defense, however, is too weak, and too many questions remain to expect Bills to contend against AFC East powers.
4. CINCINNATI BENGALS
THEY NEED: GM, QB, WR, RB, S, CB, OL, LB.
POSSIBLE FIRST PICK: WR A.J. Green.
OUTLOOK: Bleak. Standoff between QB Carson Palmer and owner/general manager Mike Brown is worst scenario, but entirely possible given Brown's history of digging in. When team's leader throws in towel, it ripples through locker room.
5. ARIZONA CARDINALS
THEY NEED: QB, OLB, DE, CB, ILB, OL, perhaps WR.
POSSIBLE FIRST PICK: Miller, Gabbert, CB Patrick Peterson, OLB Robert Quinn.
OUTLOOK: Cardinals need quarterback, but prefer acquiring veteran in a desire to win now rather than commit to longer rebuilding plan, a route coach Ken Whisenhunt might not survive.
6. CLEVELAND BROWNS
THEY NEED: WR, DL, RT. Coach Pat Shurmur will run West Coast offense and covets playmaking wide receiver for second-year QB Colt McCoy.
POSSIBLE FIRST PICK: Green, WR Julio Jones or Quinn. Green is top overall wideout in draft but will likely be off board by No. 6, leaving Jones. Quinn is also strong possibility despite not playing last year after being suspended.
OUTLOOK: Shurmur is former offensive coordinator and his boss, Mike Holmgren, is one of NFL's greatest offensive minds. So it's hard to imagine Browns going with defensive player at No. 6 unless, of course, Peterson drops.
7. SAN FRANCISCO 49ERS
THEY NEED: QB, CB, DE.
POSSIBLE FIRST PICK: Miller, Peterson.
OUTLOOK: Coach Jim Harbaugh, hired away from Stanford after he led Cardinal to 40-12 Orange Bowl victory over Virginia Tech, is so eager to get going -- and draft is at least a step in that direction. Harbaugh is former quarterback who will be called upon to groom new QB.
8. TENNESSEE TITANS
THEY NEED: QB. Rusty Smith is only one on roster, and he didn't impress in lone start as rookie. Also, DT, DE, LB for new defensive coordinator Jerry Gray.
POSSIBLE FIRST PICK: DT Nick Fairley, DE Da'Quan Bowers, Miller.
OUTLOOK: They aren't in complete rebuilding mode, not with running back Chris Johnson and receiver Kenny Britt on offense. But Tennessee is nowhere good enough to overlook best player available at No. 8. Draft is deep enough in quarterbacks team could grab one in second round (39th overall).
9. DALLAS COWBOYS
THEY NEED: Help on both lines, mainly tackle and defensive end, and depth in the secondary. Youth at inside linebacker would help, too.
POSSIBLE FIRST PICK: T Tyron Smith.
OUTLOOK: Owner Jerry Jones believes in coach Jason Garrett and wants this to become long-term partnership. Their first draft together could yield some clues on how they are building/rebuilding club that still has enough talent to pick up where it left off in 2009, when Cowboys won division and playoff game.
10. WASHINGTON REDSKINS
THEY NEED: A whole lot: QB, RB, WR, DT, DE, LB, FS.
POSSIBLE FIRST PICK: Jones.
OUTLOOK: Coach Mike Shanahan's rebuilding effort was set back by Donovan McNabb debacle, which cost Redskins two draft picks and forced team to start over yet again at QB. Washington is too old and too thin in too many positions, result of a decade's worth of poor front office moves.
11. HOUSTON TEXANS
THEY NEED: DLs and secondary help. Houston fired coordinator Frank Bush and brought in Wade Phillips. Signed DT Shaun Cody to two-year extension, and it could use athletic, effective pass rusher to complement him and DE Mario Williams.
POSSIBLE FIRST PICK: DE Aldon Smith
OUTLOOK: Houston's offense has ranked among best since Gary Kubiak became coach in 2006. Defense needs some rebuilding, and also needs to stay healthy.
12. MINNESOTA VIKINGS
THEY NEED: QB, OL, DL, CB.
POSSIBLE FIRST PICK: Jake Locker, QB.
OUTLOOK: Ill-fated Randy Moss trade with Patriots for Randy Moss leaves Vikings without third-round pick, another hurdle in attempt to restock roster with young talent. Quarterback, again, is most pressing need for team moving on from Brett Favre experiment and Tarvaris Jackson project. If Locker (and Missouri's Gabbert) are gone at No. 12, they could grab DE such as Clemson's Bowers.
13. DETROIT LIONS
THEY NEED: CB, LB, OT.
POSSIBLE FIRST PICK: CB Prince Amukamara, Smith.
OUTLOOK: Detroit has big need at cornerback, but its biggest concern is keeping QB Matthew Stafford on the field.
14. ST. LOUIS RAMS
THEY NEED: True No. 1 receiver would help NFL offensive rookie of year Sam Bradford flourish under new offensive coordinator McDaniels. Defense needs help at linebacker beyond James Laurinaitis.
POSSIBLE FIRST PICK: Jones.
OUTLOOK: Talented backup behind workhorse back Steven Jackson remains major item on wish list. Depth is thin overall for franchise working its way back to competitiveness in Year 3 for coach Steve Spagnuolo and general manager Billy Devaney.
15. MIAMI DOLPHINS
THEY NEED: RB, QB, TE, G, S, WR, OLB, ILB.
POSSIBLE FIRST PICK: RB Mark Ingram.
OUTLOOK: With many needs and only two of first 109 picks in draft, Dolphins would love to trade down in first round, but might not find much of a market. It will be shocking if they don't devote top choice to playmaker, perhaps even QB. Dolphins used second-round choice on QB every year from 2006 to 2009, but haven't devoted first-round pick to passer since Dan Marino in 1983.
16. JACKSONVILLE JAGUARS
THEY NEED: DE, S, LB, CB, C, G, QB, WR.
POSSIBLE FIRST PICK: DE Ryan Kerrigan, a high-motor, blue-collar, good-character guy who would fit perfectly opposite former Pro Bowler Aaron Kampman.
OUTLOOK: With so many holes, the most pressing on defense, Jaguars could go in any direction with first pick. Quarterback remains concern, especially with little depth behind 33-year-old inconsistent starter David Garrard, but don't expect team to address that need until second or third round.
17, 28. NEW ENGLAND PATRIOTS
THEY NEED: OL, LB, DE.
POSSIBLE FIRST PICK: DE J.J. Watt.
OUTLOOK: As usual, coach Bill Belichick piled up draft choices and has great flexibility to move up or down. Patriots have two picks in each of first three rounds. Aging offensive line with disgruntled G Logan Mankins, free agent T Matt Light and loss of G Stephen Neal to retirement, needs help.
18. SAN DIEGO CHARGERS
THEY NEED: OLB, DE, OT, S.
POSSIBLE FIRST PICK: DE Cameron Heyward, DE Cameron Jordan.
OUTLOOK: Chargers need an impact player on defense. Shawne Merriman is gone and Larry English, first-round pick two years ago, has been slow to develop.
19. NEW YORK GIANTS
THEY NEED: OT, G, C, DE, OLB, RB.
POSSIBLE FIRST PICK: G-C Mike Pouncey, OT Anthony Castonzo, Kerrigan, Ingram.
OUTLOOK: Ball control and defense have been constants when Giants win. With OTs David Diehl and Kareem McKenzie in their 30s, and fellow veterans G Rich Seubert (kneecap) and C Shaun O'Hara (foot) coming off injuries, O-Line could use some help. While loaded on defensive line, Giants won't hesitate to add another. Wild card might be if Ingram is still available.
20. TAMPA BAY BUCCANEERS
THEY NEED: DE to improve one of league's least-productive pass rushes.
POSSIBLE FIRST PICK: DE Adrian Clayborn.
OUTLOOK: Efforts to rebuild defense that's slipped since Bucs won their only Super Bowl nine seasons ago began with selections of Gerald McCoy and Brian Price. Although unit has improved steadily since coach Raheem Morris began serving as own defensive coordinator late in 2009, inconsistent pass rush makes it difficult to compete in division that features QBs Drew Brees and Matt Ryan.
21. KANSAS CITY CHIEFS
THEY NEED: WR to complement Pro Bowler Dwayne Bowe; pass rusher to take pressure off Pro Bowler Tamba Hali; help for aging offensive line, particularly at center and guard, linebacker and nose tackle.
POSSIBLE FIRST PICK: OLB Justin Houston.
OUTLOOK: GM Scott Pioli has spent his first two first-round selections on defense, hitting a home run last year with S Eric Berry and possibly striking out the year before on DE Tyson Jackson. This will be first time he does not get to select in top five.
22. INDIANAPOLIS COLTS
THEY NEED: Offensive line. Poor ground game also has exposed chinks in aging line, and Colts must get that fixed before looking to future.
POSSIBLE FIRST PICK: OL Gabe Carimi.
OUTLOOK: Colts prefer taking early-round players with a winner's mentality, and have demonstrated penchant for taking Big Ten players. Plus, they need to rebuild offensive line quickly. Carimi fits.
23. PHILADELPHIA EAGLES
THEY NEED: OL, CB.
POSSIBLE FIRST PICK: Carimi, Pouncey, CB Jimmy Smith, OT Derrick Sherrod.
OUTLOOK: Eagles have solid nucleus of young players at skill positions. They need to upgrade offensive line and must add another cornerback to complement Asante Samuel and improve poor pass defense. Philadelphia has always been active on draft day, and could look to package some picks to move up.
24. NEW ORLEANS SAINTS
THEY NEED: DL, LB, possibly RB.
POSSIBLE FIRST PICK: Heyward, Clayborn, OLB Akeem Ayers, Ingram.
OUTLOOK: Saints, who ranked 18th in sacks (33) and 16th in run defense (112.3 yards per game), want more depth on both interior and edge of defensive front. First and foremost, they could use play-making pass rusher to take pressure off DE Will Smith. Yet, with renegotiation of Reggie Bush's contract pending, New Orleans also could be inclined to take 2009 Heisman Trophy winner Ingram if he's still available.
25. SEATTLE SEAHAWKS
THEY NEED: QB, OL, DL, WR, CB.
POSSIBLE FIRST PICK: DL Muhammad Wilkerson.
OUTLOOK: No one disputes Seattle desperately needs quarterback with uncertainty of Matt Hasselbeck returning, which is fueling talk of taking hard look at TCU's Andy Dalton, Arkansas' Ryan Mallett or local favorite Locker. But no injury had more impact on Seattle's defense last season than DE Red Bryant's blown-out knee.
26. BALTIMORE RAVENS
THEY NEED: Pass rusher, OT or CB.
POSSIBLE FIRST PICK: Heyward; CBs Brandon Harris or J. Smith.
OUTLOOK: GM Ozzie Newsome rarely fails to shine on draft day, even though Ravens usually pick deep in first round. Newsome makes habit of grabbing best player available, regardless of position, although that stance might change a bit because he hasn't been able to sign free agents.
27. ATLANTA FALCONS
THEY NEED: General manager Thomas Dimitroff says he's looking for explosive players. His list could include big-play threat to join Roddy White at receiver, speed at running back behind starter Michael Turner, and a pass rusher to complement John Abraham at defensive end. Team might look for offensive linemen.
POSSIBLE FIRST PICK: DE Brooks Reed, Houston, Heyward, Clayborn, Ayers. An option could be WR such as Torrey Smith or Randall Cobb.
OUTLOOK: Dimitroff is open to trading up in the first round to take the player who can add immediate big-play potential on either side of the ball.
29. CHICAGO BEARS
THEY NEED: OL, WR, DT, LB.
POSSIBLE FIRST PICK: Sherrod, OL Nate Solder, DT Corey Liuget.
OUTLOOK: Bears desperately need help on offensive line -- no secret there -- after QB Jay Cutler got sacked 52 times. Whether their first pick actually is O-lineman remains to be seen. Bears could also use replacement for DT Tommie Harris, top-tier receiver and some youth on defense.
30. NEW YORK JETS
THEY NEED : Pass-rushing DL, S, depth at LB and possibly WR, RT to replace Damien Woody.
POSSIBLE FIRST PICK: Liuget, NT Phil Taylor, Heyward, S Rahim Moore.
OUTLOOK: DL might be revamped with NT Kris Jenkins a free agent and coming off consecutive season-ending knee injuries. DE Shaun Ellis also is free agent. QB Mark Sanchez might need new targets because WRs Edwards, Santonio Holmes and Brad Smith are free agents.
31. PITTSBURGH STEELERS
THEY NEED: OL, except at center, CB, DL. Top pick Maurkice Pouncey made Pro Bowl at center.
POSSIBLE FIRST PICK: CB Aaron Williams, Wilkerson.
OUTLOOK: Very bright as long as QB Ben Roethlisberger, RB Rashard Mendenhall, LB Troy Polamalu, LB James Harrison, WRs Mike Wallace and Hines Ward stay healthy. This is a deep, talented, well-coached team with more depth than most.
32. GREEN BAY PACKERS
THEY NEED: Could use outside linebacker to pair with Matthews and depth on offensive line. They could be tempted to take receiver, too.
POSSIBLE FIRST PICK: Reed.
OUTLOOK: Without glaring needs, Packers GM Ted Thompson might be even more inclined than in past to take best player available -- a philosophy he generally has stuck to anyway. But Packers also could use help in return game. And while DE Mike Neal seems to be heir assuming Cullen Jenkins leaves as free agent, Packers could use DE depth behind him and Ryan Pickett.
48. OAKLAND RAIDERS
THEY NEED: OL, DB, QB.
POSSIBLE FIRST PICK: OL Stefen Wisniewski, OL Rodney Hudson, J. Smith, QB Colin Kaepernick.
OUTLOOK: Oakland traded first-round pick to New England two years ago for DT Richard Seymour, who made Pro Bowl last season and has been leader on defense past two seasons. With Pro Bowl CB Nnamdi Asomugha a free agent, Raiders once again could be in market for starting cornerback to pair with Stanford Routt. With Jason Campbell in last year of contract, Oakland also could look for young QB to groom.