33. St. Louis – DL Brian Price (UCLA) -- If they don’t trade down with a team looking for a quarterback, defensive-minded head coach Steve Spagnuolo gets an interior presence up front.
34. Minnesota – QB Jimmy Clausen (Notre Dame) – A quarterback to groom for the future once Brett Favre officially retires.
35. Tampa Bay – LB Sergio Kindle (Texas) – Slid right out of the first round due to medical concerns, but worth the gamble here.
36. Kansas City – WR Golden Tate (Notre Dame) – A natural fit to make an immediate impact as he would be reunited with former Irish head coach Charlie Weis, now Kansas City’s offensive coordinator.
37. Philadelphia – CB Chris Cook (Virginia) – Adds size to a cornerback corps that nicely complements Asante Samuel and Ellis Hobbs.
38. Cleveland – QB Colt McCoy (Texas) – The chance to land a quarterback of the future is too good to pass up.
39. Oakland – OT Bruce Campbell (Maryland) – Workout warrior lands in the perfect place, on a roster filled with them.
40. Miami – NT Terrence Cody (Alabama) – After passing on Dan Williams in the first round, they land a big body in the middle with the pick acquired from San Diego.
41. Buffalo – OT Rodger Saffold (Indiana) – An athletic left tackle who should help address the Bills’ primary weakness.
42. Tampa Bay – WR Arrelious Benn (Illinois) – After losing Antonio Bryant in free agency, the idea is to give young quarterback Josh Freeman a promising, young target to grow with.
43. Baltimore – TE Rob Gronkowski (Arizona) – If the Patriots want him – and they had him in for a pre-draft visit presumably to check test results on his previously injured back -- they might have to leapfrog the Ravens.
44. New England – DE Linval Joseph (East Carolina) – An intriguing prospect who at 6-foot-4, 328 pounds could be a long-time fixture at end.
45. Denver – LB Sean Lee (Penn State) – After focusing on offense in the first round, time to turn to a future "quarterback" for the defense.
46. N.Y. Giants – LB Navorro Bowman (Penn State) – Grooming a replacement at the heart of the defense with Antonio Pierce no longer around.
47. New England – TE Aaron Hernandez (Florida) – Helps fill a glaring need on offense.
48. Carolina – WR Damian Williams (Southern California) – Making their first pick of the draft, they elect for a difference-maker.
49. San Francisco – S Taylor Mays (Southern California) – Physical safety hits hard and could quickly become a Mike Singletary favorite.
50. Kansas City – OLB/DE Corey Wootton (Northwestern) – Chiefs general manager Scott Pioli comes from the Parcells/Belichick tree where bigger is better.
51. Houston – RB Toby Gerhart (Stanford) – They probably would have taken one of the top backs had they lasted in the first round.
52. Pittsburgh – S Nate Allen (South Florida) – Could possibly be a better fit at corner.
53. New England – RB Dexter McCluster (Mississippi) – A stick of dynamite for a Patriots’ offense in search of a spark.
54. Cincinnati – DE Everson Griffen (Southern California) – Bengals seem to have a love affair with former Trojans.
55. Philadelphia – TE Dennis Pitta (Brigham Young) – A reliable pass-catcher to help out new quarterback Kevin Kolb.
56. Green Bay – OLB Koa Misi (Utah) – High-energy defender has shown a knack for getting after the quarterback and would play opposite Clay Matthews.
57. Baltimore – CB Jerome Murphy (South Florida) – Contributes to a physical defense.
58. Arizona – LB Darryl Washington (Texas Christian) – Promising reinforcement as they adjust to life without Karlos Dansby.
59. Dallas – OT Vladimir Ducasse (UMass) – After cutting left tackle Flozell Adams, they’re looking for a possible left tackle for the future.
60. Seattle – OT Charles Brown (Southern California) – Seahawks continue a terrific draft by picking up another reinforcement on the line, one that head coach Pete Carroll is familiar with.
61. N.Y. Jets – G/T John Jerry (Utah) – With Alan Faneca reportedly ready to be let go, they could groom a replacement.
62. Minnesota – DT Cam Thomas (North Carolina) – A big body for the middle as Pat Williams can’t play forever.
63. Indianapolis – G Jon Asamoah (Illinois) – Colts looking for reinforcements after feeling they were exposed in the Super Bowl.
64. New Orleans – RB Ben Tate (Auburn) – Could replace production of the departed Mike Bell, who signed as a restricted free agent with the Eagles.