Memphis 31

(1-2, 0-1 American)

Tulsa 37

(2-2, 1-0 American)

7:00 PM ET, September 24, 2005

1 2 3 4 OT T
MEM 7 7 7 10 031
TLSA 7 14 7 3 637

Top Performers

Passing: P. Smith (TLSA) - 234 YDS, 3 TD

Rushing: D. Williams (MEM) - 30 CAR, 223 YDS, 3 TD

Receiving: G. Mills (TLSA) - 7 REC, 106 YDS, 2 TD

Tulsa 37, Memphis 31 (OT)

TULSA, Okla. (AP) -- Tulsa coach Steve Kragthorpe has seen enough of the nation's Heisman Trophy candidate running backs.

After getting plundered for 203 yards by Minnesota's Lawrence Maroney and 220 yards by Oklahoma's Adrian Peterson, Tulsa (2-2, 1-0) was beset again Saturday, this time by Memphis' DeAngelo Williams, who rushed for 223 yards and three touchdowns.

Williams, however, came up one yard short of complete success, as he was forced out of bounds a yard shy of a first down on a fourth-down play in overtime and Tulsa escaped with a 37-31 victory in a wild Conference USA debut.

"That was one of the wildest I've been in," Kragthorpe said. "It was one of those games that if you're watching in the stands, you didn't care who wins, you saw a great game. But I did care who wins and I'm glad we did."

Taking possession first in overtime, Tulsa wasted no time as quarterback Paul Smith hit All-America tight end candidate Garrett Mills down the middle for a 25-yard touchdown on the first play. But senior kicker Brad DeVault, who had not misfired on a PAT in 54 attempts dating back to his sophomore year, banged one off the right upright, opening the door for Memphis (1-2, 0-1).

Williams carried on the first two plays of overtime for 8 yards, but Tulsa threw Maurice Avery for a 2-yard loss on a reverse, then Williams was called for a motion penalty to set up a fourth-and-8.

Williams nearly converted, but Tulsa's Bobby Blackshire banged him out-of-bounds just shy of the first down.

"That penalty was the biggest play of the game," Kragthorpe said.

Smith, Tulsa's sophomore quarterback, completed 15 of 22 passes for 234 yards and three touchdowns.

The Tigers amassed 335 yards rushing and 482 yards total offense.

Williams had two fumbles, however, one of which killed a third-quarter drive. He also had a 75-yard pass reception in the second quarter called back by a holding penalty.

Memphis freshman quarterback Billy Barefield came off the bench in the fourth quarter to replace starter Will Hudgens and directed two scoring drives to help Memphis overcome a 31-21 deficit and force overtime.

Barefield's first possession ended in a 32-yard field goal by Stephen Gostkowski. On Memphis' next drive, he rushed for 28 yards on three carries, as Memphis drove 65 yards to tie the score on an 8-yard run by Williams, who took the snap directly from center.

"I thought Billy came in and gave us a lift," said Memphis coach Tommy West. "Will had started really struggling and it wasn't coming easy."

Ahead 21-14 at the half, Tulsa maintained command in the third quarter on a 37-yard touchdown pass from Smith to Mills and a 19-yard field goal by DeVault.

Memphis took the early lead in the game after a 7-yard touchdown run by Williams, but Tulsa answered with an 80-yard scoring drive.

Tulsa took a 21-14 lead at halftime after Tarrion Adams broke free for a 64-yard touchdown run with 27 seconds remaining in the half.

Williams became the conference's all-time leading rusher, passing former Tulane running back Mewelde Moore. Williams now has 4,575 yards rushing. It was the fifth time in his last eight games that he rushed for 200 yards or more.

Tulsa tight end Garrett Mills had seven receptions for 106 yards and two touchdowns, his third consecutive game with more than 100 yards receiving and his 31st straight game with a pass reception.