QB (3) - Smith as the starter with Johnson, Kaepernick, and Tolzien battling for two spots. Johnson, Kaepernick make it. Tolzien to the practice squad if possible.
OT (3) - Davis, Staley, Boone
OG/C (5) - Goodwin, Iupati, Kilgore, Looney with Beeler, Person, and Slowey competing for the last spot. I think Slowey gets it.
TE (3) - Byham, Davis, Walker
WR (4) - Crabtree, Jenkins, Manningham, Moss
RB/FB (4) - Gore, Hunter, James, Miller
DL (6) - Jean Francois, McDonald, Smith, Sopoaga with Dobbs, Tukuafu, and Williams competing for two spots. Dobbs and Tukuafu make it.
ILB (4) - Bowman, Gooden, Grant, Willis
OLB (4) - Brooks and Smith with Haralson, Fleming and Johnson competing for two spots. Haralson and Fleming make it.
S (4) - Goldson, Spillman, Robinson, and Whitner
CB (4) - Brown, Culliver, and Rogers with Brock, Holcomb, Nelms, and Cox competing for 1 spot. Brock gets it.
ST (5) - Akers, Ginn Jr., Jennings, and Lee with Cartwright and Colin Jones competing. Cartwright gets it.
You'll notice that only adds up to 49 spots. That leads to 4 spots up for grabs among the following:
Dixon
Jacobs
Kyle Williams
Beeler
Person
Ian Williams
Cam Johnson
Holcomb
Nelms
Cox
Colin Jones
I see those last 4 spots going to: Jacobs, Ian Williams, Cox, and Colin Jones (Jacobs and Cox I feel strongly about, the other two, not so much). But it will be a dogfight for those last few spots. That would leave Beeler, Person, Cam Johnson, Curtis Holcomb, and Cory Nelms on the practice squad.

These are OTAs. Williams only chokes when the pressure is on