As free agency is set to start, the Rams have made it a priority to re-sign S Oshiomogho Atogwe and CB Ron Bartell.

There are also several key decisions to be made in regards to veterans with large cap numbers. Those include LT Orlando Pace ($9 million) and WR Torry Holt ($10.2 million). The Rams could gain $14 million in cap room by releasing or trading them, but that would also create additional holes in the roster.

An attempt could also be made to restructure their contracts. Other veterans in potential jeopardy include DE Leonard Little and WR Drew Bennett.

TOP THREE TEAM NEEDS

1. Tackle: With LT Orlando Pace nearing the end of his career and RT Alex Barron entering the final year of his contract, a revamping of the position is possible. Whether it's in free agency or the draft, or both, the Rams are expected to begin retooling the position.

2. Center: Unless the decision is made to move Richie Incognito back to center from guard, an upgrade is needed here.

3. Middle linebacker: There is a desire to move Will Witherspoon to the outside, but it can't be done unless a credible middle man can be found.

FRANCHISE PLAYER: S Oshiomogho Atogwe: Tendered at $6.342M.

TRANSITION PLAYER: None.

UNRESTRICTED FREE AGENTS

--CB Ron Bartell has progressed steadily and is a priority to re-sign to avoid creating another position of need. He was set to visit New Orleans on the first day of free agency.

--CB Fakhir Brown was a favorite of former coach Jim Haslett, and is not expected to return.

--CB Jason Craft was acquired during the 2008 season and made some valuable contributions. Could be back at the right price.

--OT Anthony Davis didn't play after being signed during the season, but might be back to compete for depth.

--DT La'Roi Glover played with a bad knee for most of the second half of the season and is contemplating retirement.

--T/G Adam Goldberg started at four different positions last season making his versatility valuable on the line.

--OT Brandon Gorin missed the entire 2008 season with a shoulder injury and is unlikely to return.

--WR/KR Dante Hall has experienced leg injuries the last two seasons, and his age is catching up to him.

--C Nick Leckey is a battler despite being undersized, but missed the final six games because of a broken foot. Will only be back if the Rams don't add to the position.

--WR Dane Looker has always gotten the most out of his ability, but coaching change might means it's the end of the line for him.

--CB Ricky Manning played five games before going on injured reserve, but could compete for a spot if recovered from his injury.

--RB Travis Minor has contributed on special teams, but it seems to be a longshot that he'll be re-signed.

--DE Eric Moore has hung around and tease with his ability, but rarely able to make an impact in games.

--OT Rob Petitti never made it to training camp after being injured in offseason workouts. Very unlikely to be back.

--C Brett Romberg might return to compete for a backup job, but this is a position the team wants to upgrade.

--LB Gary Stills added leadership to the special teams before being slowed by a knee injury. It's unknown how the new coaching staff views him.

--C Cory Withrow is another undersized lineman added to the roster because of injuries. Not expected to be re-signed.

UNRESTRICTED FREE AGENTS (not tendered)

--OG Mark Setterstrom (not tendered as RFA) has played just three games in two seasons because of two knee injuries. His rehab is going well, and could be re-signed for the minimum salary of $535,000.

RESTRICTED FREE AGENTS

--DE Victor Adeyanju (tendered at $1.01M with fourth-round pick as compensation) has showed steady progress in his three seasons, and he is needed for depth on the line.

--OG Richie Incognito (tendered at $1.01M with third-round pick as compensation) has ability, but has to curb his emotions during games. The question is whether he's worth a $1 million tender.

EXCLUSIVE RIGHTS FREE AGENTS: Unknown.

PLAYERS RE-SIGNED

--QB Brock Berlin: Potential ERFA; 1 yr, terms unknown.

--LB Quinton Culberson: Potential ERFA; 1 yr, terms unknown.

PLAYERS ACQUIRED

--C Jason Brown: UFA Ravens; $37.5M/5 yrs, $20M guaranteed.

PLAYERS LOST

--WR Drew Bennett (released).

--S Corey Chavous (released).

--QB Trent Green (released/failed physical).