| Scoring Summary |
| FIRST QUARTER | MEM | USM |
 | TD | 09:43 | Duke Calhoun 65 Yd Pass From Martin Hankins (Matt Reagan Kick)
Drive: 3 plays, 82 yds, :57 | 7 | 0 |
 | TD | 06:13 | Damion Fletcher 5 Yd Run (Justin Estes Kick)
Drive: 8 plays, 70 yds, 3:24 | 7 | 7 |
| TD | 03:45 | Torris Magee 18 Yd Pass From Jeremy Young (Justin Estes Kick)
Drive: 3 plays, 35 yds, :54 | 7 | 14 |
| SECOND QUARTER | MEM | USM |
| TD | 00:51 | Carlos Singleton 10 Yd Pass From Martin Hankins (Matt Reagan Kick)
Drive: 16 plays, 79 yds, 7:52 | 14 | 14 |
| THIRD QUARTER | MEM | USM |
| FG | 12:51 | Justin Estes 28 Yd
Drive: 7 plays, 60 yds, 2:03 | 14 | 17 |
| FOURTH QUARTER | MEM | USM |
| FG | 14:37 | Justin Estes 34 Yd
Drive: 15 plays, 63 yds, 7:10 | 14 | 20 |
| TD | 10:22 | Brandon Sumrall 82 Yd Interception Return (Two-Point Conversion Failed) | 14 | 26 |
| TD | 04:21 | Earnest Williams 12 Yd Pass From Martin Hankins (Matt Reagan Kick)
Drive: 13 plays, 76 yds, 5:51 | 21 | 26 |
| TD | 01:04 | Carlos Singleton 52 Yd Pass From Martin Hankins (Martin Hankins Pass To Maurice Jones For Two-Point Conversion)
Drive: 4 plays, 76 yds, 1:29 | 29 | 26 |
Memphis 29, 
Southern Miss 26