Kentucky 34

(4-4, 2-3 SEC)

Mississippi St 31

(2-7, 0-5 SEC)

2:30 PM ET, October 28, 2006

Davis Wade Stadium, Starkville, MS

1 2 3 4 T
UK 14 0 10 1034
MSST 0 14 3 1431

Top Performers

Passing: M. Henig (MSST) - 384 YDS, 3 TD, 2 INT

Rushing: A. Smith (UK) - 17 CAR, 92 YDS, 1 TD

Receiving: T. Burks (MSST) - 7 REC, 192 YDS, 2 TD

Kentucky 34, Mississippi State 31

STARKVILLE, Miss. (AP) -- Andre Woodson threw for 284 yards and three touchdowns, and Kentucky held off Mississippi State 34-31 on Saturday.

The Wildcats (4-4, 3-3 Southeastern Conference) got their first conference road win since last season at Vanderbilt.

Kentucky broke a 14-14 halftime tie by scoring on four of its first five possessions in the second half. However, the Wildcats, who led by 31-17 in the fourth quarter, needed a recovery by Jacob Tamme on an onside kick with 2:12 left to seal the win.

Mississippi State (2-7, 0-5) got career-best performances from quarterback Michael Henig and wide receiver Tony Burks, but still lost its first five conference games for the second straight year. Henig finished 22-of-41 for 384 yards and three touchdowns, and Burks had seven catches for 192 yards and two touchdowns.

The Bulldogs' downfall, however, was due to a poor running game -- they finished with just 35 yards rushing -- and three costly turnovers.

Woodson was 19-of-28 passing, primarily to Keenan Burton and Dicky Lyons.

Burton had five catches for 81 yards and two touchdowns and set up two more scores with a combined 93 yards on two kick returns. Lyons added a season-high eight receptions for 117 yards and a touchdown.

The Wildcats had opportunities to put the game away in the second quarter after taking a 14-0 lead, but turned the ball over twice and missed a field goal.

Mississippi State answered with consecutive scoring drives to tie the score.

Henig, who was 11-of-16 for 174 yards in the first half, began the rally with a 75-yard touchdown pass to Burks.

On Kentucky's next offensive snap, linebacker Quinton Culbertson forced and recovered a fumble at the Kentucky 12. Two plays later, Henig hit Jamayel Smith with a 15-yard scoring pass.

Kentucky regained control in the second on Lones Seiber's 41-yard field goal, Alfonso Smith's three-yard run and a 33-yard pass from Woodson to Burton for a 31-17 lead with 13:24 left.

Mississippi State rallied to get within 34-31 with 2:20 left on a 36-yard touchdown pass from Henig to Burks and a short run by Anthony Dixon.

Kentucky has won four of the last five meetings with the Bulldogs.