ESPN College Football

MEMPHIS, Tenn. (AP)-- Danny Wimprine threw for 355 yards and three touchdowns as Memphis beat Mississippi 44-34 Saturday.

Wimprine threw a 19-yard touchdown pass to DeAngelo Williams for one score and Williams, who had 135 yards rushing, also scored on runs of a 19 and 20 yards.

But it was a 92-yard touchdown pass from Wimprine to Tavarious Davis with just over six minutes to play that put Memphis ahead for good. Under pressure and off balance in his own end zone, Wimprine hit Davis near midfield, and Davis outran the defense to give the Tigers (2-0) a 38-34 lead. Wimprine finished 18-of-33.

It marked the first Memphis win over the Rebels (1-1) since 1994, and the most points ever scored by Memphis in the 53-game series.

The Tigers overcame four touchdown passes by Ole Miss quarterback Eli Manning and Rebel scores on six successive possessions.

Manning, who was 26-of-48 for 292 yards, threw two interceptions in the fourth quarter, thwarting any potential comeback. Memphis converted one interception into a 17-yard field goal by Stephen Gostkowski to seal the victory.

The Rebels got off to a slow start, spotting Memphis a 14-0 lead and trailing 21-17 at the half. But in the third quarter, Ole Miss capitalized on Memphis miscues for two one-play drives and a field goal.

First, Memphis returner Cole Hoppe tried to field a Rebel punt at his 5. Iroko Ayodele stripped him, and Chris Collins recovered for Ole Miss. On the next play, Manning hit Lorenzo Townsend for a 5-yard score.

After a short Memphis punt to the Tiger 40, Manning connected with Bill Flowers for a 40-yard touchdown.

Jonathan Nichols would later kick his second field goal of the day from 25 yards to give the Rebels a 34-21 lead heading into the fourth period.

But the Tigers, who appeared tired in the third, controlled the final quarter and scoring 23 points.