Andre Woodson led the offensive attack for the Cats, tossing three touchdown passes for the second week in a row, going 21-34 for 290 yards as well, with no interceptions. Woodson found nine receivers on the night, led by Lyons, who hauled in touchdown passes of 26 and 6-yards, and four catches totalling 83 yards.
The Rebels struck first, courtesy of a 47-yard strike from Brent Schaeffer to Marshay Green to take a 7-0 lead. The Cats answered with the first of two Lyons touchdown receptions to knot the game at 7. The drive was highlighted by another 33-yard catch by Lyons.
With the score tied at 7, the Cats took the lead for the first time with Lyons' second touchdown reception with 12:35 to play in the half. Ole Miss would tie the game again at 14 on Schaeffer's second touchdown pass before Kentucky regained the lead for good on a Woodson to Curtis Pulley 22-yard touchdown pass with 4:08 to play in the half. Kentucky threatened again as the half came to a close, but the Rebels blocked the 37-yard field goal attempt, and the Cats went into the half leading 21-14.
Kentucky held Ole Miss scoreless in the 2nd half, and added an insurance touchdown with 5:30 to play on a 2-yard Tony Dixon run. After another Ole Miss turnover, Lones Seiber tacked on a 41-yard field goal for the final margin of victory.
Myron Pryor led the Kentucky defensive effort with an interception, a fumble recovery, and a forced fumble. Pryor's interception came as Ole Miss started the 2nd half with a threat to tie the game, and had marched to the Kentucky 10. Braxton Kelley added eight solo tackles, and Wesley Woodyard chipped in with five solo tackles and three assists. Twenty-two different Cats marked tackles for the game.
Ole Miss, who also had 12 penalties on top of their five turnovers, was led by Schaeffer's 13-26, 190 yard passing performance. Benjarvus Green-Ellis also led all rushers with 85 yards. The Rebels will go out of conference next week to face ACC foe Wake Forest.
Kentucky returns to action next Saturday night in a nationally televised ESPN contest in Gainesville against the undefeated Florida Gators.