They did win 12 games. Once the angst and despair of the divisional playoff loss to the Philadelphia Eagles wears off, the New York Giants will realize they had a pretty good 2008 season.

Most of the key components will be back in 2009 to try to finish what they failed to conclude this year.

"There are always going to be some changes involved," general manager Jerry Reese said of the age of free agency. "We have a good nucleus of players coming back. I don't think there are going to be wholesale changes, but we will definitely make some changes."

The Giants have 12 potential unrestricted free agents, but only five of them are front-line players, including veteran kicker John Carney. Of the other four, only running back Brandon Jacobs appears destined to return. That would leave three holes on the roster that must be filled through free agency, the draft — or just the development of players already on the squad.

Running back Derrick Ward, coming off a 1,000-yard season, is certain to draw top interest on the open market. Reese probably will be unable to pay both Ward and Jacobs, who remains the No. 1 back in the stable.

Easing any loss of Ward is the presence of Ahmad Bradshaw, even though he was a bit disappointing in his sophomore season. But the wild card in the equation is Danny Ware, the second-year man whom the Giants think has many of the qualities Ward possesses. However, he must develop the same work ethic Ward demonstrated during his time with the team.

There have been no contract talks with James Butler, the heady if not spectacular strong safety. His departure would open a spot for last year's No. 1 pick, Kenny Phillips, to team with Michael Johnson but leave little depth at the position.

Toomer, the Giants' all-time leading receiver, wants to play a season or two beyond the 13 he has logged. However, it became apparent down the stretch the Giants were not looking to him to replace the suspended Plaxico Burress as Eli Manning's main man. So the union between the classy veteran receiver and the team that drafted him in the second round in 1996 may be ready to end.

If Toomer departs and Burress does not make it back under the guidelines set up by Reese, wide receiver could become an area of concern. There are some young talents around in Steve Smith, Domenik Hixon, Mario Manningham, Sinorice Moss and Derek Hagan. But this could be an area of focus during the off-season.

An influx of underclassmen, Michael Crabtree of Texas Tech, Jeremy Maclin of Missouri, Hakeem Nicks of North Carolina, Darrius Heyward-Bey of Maryland and Kenny Britt of Rutgers, have bolstered the position heading into the draft. All of the above are 6 feet 1 or taller and Maclin, Heyward-Bey and Britt possess 4.4-type speed.

Potential free agents include Cincinnati's T.J. Houshmandzadeh (unless he is franchised) and Pittsburgh's Nate Washington. There are rumblings Cleveland may want to deal Braylon Edwards and the Anquan Boldin situation is tenuous in Arizona, where he is envious of teammate Larry Fitzgerald's $10 million per year deal.

The Giants do have a trading chip with the extra second-round draft pick (No. 13 in the round) from New Orleans in the Jeremy Shockey trade.

That could allow them to deal their own No. 1 (No. 29, which would be No. 28 if Pittsburgh doesn't make it to the Super Bowl). Or, according to those charts that put a value on each pick, they could use it to move up into the middle of the first round. Adding their own No. 2 to the package could get them close to a top 10 choice.

And where will the Giants open the 2009 season? If Philadelphia wins the Super Bowl, there's a good chance NBC will pair the Eagles and Giants in that Thursday night game that opens the regular season.