Afterward, Goodell said he and Upshaw agreed the NFL had a problem. This led to a meeting where league executives listened to players discuss the challenges and issues they faced away from football. Some spoke about trying to avoid the type of gang involvement that was later connected to Williams' murder.

Two months later, Goodell unveiled a personal conduct policy detailing the potential punishments for those players who can't avoid trouble. The NFL also subsequently created more programs designed to help players avoid potential off-field pitfalls.

Goodell said Upshaw's support in helping the league clean up its image was invaluable.

"That is indicative of the type of guy Gene was," Goodell told FOXSports.com on Thursday at NFL headquarters. "He cared about issues and how they reflected on the NFL, the players and their well-being."

Players no longer have Upshaw to champion their union in contract negotiations with the NFL. He died late Wednesday night just three days after being diagnosed with pancreatic cancer. Upshaw was 63.

"He understood where the players are coming from and what they're dealing with," Goodell said. "He understood what was important to get for his players. And he did it in a way and created a partnership that has been beneficial to many, many players. I think that's a very strong legacy."

Goodell first met Upshaw in the 1980s but began striking up a closer relationship 10 years ago when becoming more involved in Collective Bargaining Agreement discussions. Goodell had tried contacting Upshaw last Friday to wish him a happy 63rd birthday. His messages weren't returned.

Goodell's last conversation with Upshaw came after Hall of Fame induction ceremonies in early August. Dialogue between the two was expected to increase in upcoming months because NFL owners had unanimously voted to opt out of the CBA starting in 2011. While three more seasons of football are guaranteed, major changes to the free-agency system and abolition of the salary cap will trigger in 2010 if a new labor agreement isn't reached.

Former NFL commissioner Paul Tagliabue handled prior CBA negotiations with Upshaw, but Goodell knew what he was in for trying to bargain with someone notoriously iron-willed.

"He had strong beliefs," Goodell said of Upshaw. "He made that clear, and he was willing to stand behind them. But he always did what was best for the game and his players. He put them first."

General counsel Richard Berthelsen was named the NFLPA's acting executive director Thursday as the union seeks a permanent replacement for Upshaw, who had quashed earlier attempts to formulate a succession plan. Goodell said he "hadn't given any thought" as to how Upshaw's death will affect CBA talks.

Goodell, though, believes Upshaw's principles will guide whoever becomes the new NFLPA kingpin.

"His legacy and leadership was so strong that I think it will have an impact for a long time to come," Goodell said.

Denver Broncos News News » Goodell: Upshaw always put players first
Goodell: Upshaw always put players first
NEW YORK CITY - NFL Commissioner Roger Goodell paused Thursday when asked for an anecdote about the late Gene Upshaw. After a few seconds of thought, Goodell shared a tale that involved another untimely NFL passing. Only this death was something that Goodell and Upshaw both tried turning into something that may save future lives. Goodell and Upshaw, the NFL Players Association's executive director, attended the January 2007 funeral of Darrent Williams. The Denver Broncos cornerback was fatally shot outside a nightclub, marking the low point of a season riddled with off-field player incidents. Upshaw through the years Photos: Gene Upshaw's 25-year tenure as head of the NFL Players' Association will be remembered for the advent of free agency, the expansive growth of the NFL, and unprecedented labor peace. Check out photos of Upshaw through the years as we remember an NFL icon. Retrospective More: Kriegel: Upshaw was always a player Marvez: Players did OK under U NFLPA head Upshaw dies at 63 NFL dignitaries remember Upshaw