(3-1, 1-1 away)

Memphis 27

(2-2, 2-1 home)

Coverage: CBS Sports Network

8:00 PM ET, October 1, 2005

Liberty Bowl Memorial Stadium, Memphis, TN

1 2 3 4 T
UTEP 3 3 6 820
MEM 0 7 10 1027

Top Performers

Passing: J. Palmer (UTEP) - 431 YDS, 1 TD, 3 INT

Rushing: D. Williams (MEM) - 35 CAR, 236 YDS, 2 TD

Receiving: R. Scott (MEM) - 7 REC, 104 YDS, 1 TD

Memphis 27, UTEP 20

MEMPHIS, Tenn. (AP) -- DeAngelo Williams rushed for 236 yards and two touchdowns, including the game-winner with 50 seconds left Saturday night to lead Memphis to a 27-20 victory over previously unbeaten UTEP.

Williams' 3-yard touchdown was set up by a Derek Clenin interception and 26-yard return to the Miner 9-yard line with 1:16 left. It was one of six turnovers for UTEP (3-1, 1-1 Conference USA).

The Miners tied the game 20-20 with just over four minutes left on a 29-yard pass from quarterback Jordan Palmer to Johnnie Lee Higgins, followed by Palmer's run for the two-point conversion.

The Miners, off to their best start since 1987, continually killed their chances with turnovers. Four times, UTEP lost the ball inside the Memphis 25, including a pair of fumbles and an interception by Palmer.

The fifth turnover was the one that set up the winning score for Memphis (2-2, 1-1). Memphis defensive back O.C. Collins would close out UTEP's chances when he intercepted Palmer's pass with 32 seconds left.

The game was delayed about 45 minutes because of a thunderstorm in the area, but there was little, if any, rain during the game. There also were four plays reviewed by the officials. In all four cases, the ruling on the field stood.

Williams was the highlight of a patchwork offense, weakened by injuries to the Tigers' top two quarterbacks. The offense was so makeshift, Williams' most successful runs came when he lined up at quarterback and took off running, including a 74-yard zig-zagging third-quarter run that gave Memphis a 17-6 lead.

Memphis' offense under Billy Barefield was a lot of razzle with little dazzle in the first half. Barefield, who was third on the depth chart when the season started, became the starter after the first two quarterbacks -- Patrick Byrne and Will Hudgens -- broke their right legs.

The Tigers ran reverses, options out of the shotgun and had receivers throwing passes. In fact, Memphis held a 7-6 lead at the half on a 43-yard touchdown pass to Ryan Scott, not from Barefield, but from receiver-turned-second-string-quarterback, Maurice Avery.

Otherwise, there was little success from the misdirection and trick plays. With Barefield's ineptitude, the Miners' defense concentrated on Williams, C-USA's leading rusher, who was held to 74 yards on 15 carries in the half.

While the Miners moved the ball, totaling 251 yards in the half, they continuously made mistakes thwarting scoring opportunities. Palmer, who had 217 passing before the break, threw an interception deep in Tiger territory to stop one drive, then fumbled the snap to kill another.

Of the nine UTEP drives in the first half, the Miners reached Memphis territory six times. Their first-half scores came on field goals of 45 and 24 yards by Reagan Schneider.

The Miners finished with 505 yards total offense, including 431 through the air, compared to 374 for Memphis.