| Scoring Summary |
| FIRST QUARTER | MEM | USM |
 | FG | 13:05 | DARREN MCCALEB 40 YD FG Drive info: 5 plays, 49 yards. | 0 | 3 |
| SECOND QUARTER | MEM | USM |
 | TD | 7:12 | MAURICE AVERY 1 YD RUN (STEPHEN GOSTKOWSKI KICK) Drive info: 12 plays, 80 yards. | 7 | 3 |
| TD | 4:25 | DEANGELO WILLIAMS 4 YD RUN (STEPHEN GOSTKOWSKI KICK) Drive info: 7 plays, 43 yards. | 14 | 3 |
| THIRD QUARTER | MEM | USM |
| TD | 12:16 | DEANGELO WILLIAMS 29 YD PASS FROM MAURICE AVERY (STEPHEN GOSTKOWSKI KICK) Drive info: 6 plays, 80 yards. | 21 | 3 |
| TD | 3:17 | CODY HULL 5 YD RUN (BLOCKED XP) Drive info: 11 plays, 68 yards. | 21 | 9 |
| FOURTH QUARTER | MEM | USM |
| FG | 13:53 | STEPHEN GOSTKOWSKI 27 YD FG Drive info: 13 plays, 71 yards. | 24 | 9 |
| TD | 7:41 | JOE SINGLETON 15 YD PASS FROM DUSTIN ALMOND (DARREN MCCALEB KICK) Drive info: 10 plays, 73 yards. | 24 | 16 |
| TD | 1:30 | JOSH BARNES 30 YD PASS FROM DUSTIN ALMOND (FAILED 2PT RUSH) Drive info: 4 plays, 80 yards. | 24 | 22 |
Memphis 24, 
Southern Miss 22