Alan Cockrell threw two long scoring passes, Fuad Reveiz kicked four field goals and Tennessee intercepted a pass in the end zone with 17 seconds left as the Volunteers upset No. 2 Alabama, 35-28, yesterday in Knoxville, Tenn.

It was Tennessee's first victory over Alabama in 12 years.

Alabama, which earlier closed a 14-point deficit to seven, threatened in the final 90 seconds. It moved to the Tennessee 17, where quarterback Walter Lewis attempted a pass to Lee Jenkins in the end zone.

But defensive back Mike Terry intercepted the pass as it slipped off Jenkins' fingertips. Many in the crowd of 95,000 streamed onto the field to pull down the goal posts.

"The last six minutes were an eternity," said Tennessee Coach Johnny Majors with a sigh.

Tennessee is 3-2-1 and 1-0-1; Alabama dropped to 5-1 and 2-1.

"There is just really no way for a fellow like me to put into words what this team and its assistant coaching staff did today," Majors said.

"Normally, after a win, you have a few choice words to say and after a loss, you comment on certain segments of the team," he added. "But after this game, it's just hard to put into words what I feel."

Later, he found them: "This one will always remain in my memory until I die. There are none greater than this one."

"I think they beat us worse than the score indicated," said Coach Paul Bryant of Alabama, denied his 321st lifetime victory.

"I never like to lose and certainly don't like to lose now, but it could be good for us, for me, for our staff, our players and people. It will teach us, at least, what you have to do to win."

The Volunteers trailed, 21-13, at halftime, but took the lead by scoring 11 points within 1:32 early in the third quarter.

After Tennessee took a 35-21 lead on Chuck Coleman's 34-yard touchdown run, Alabama quickly drove 79 yards to score on Linnie Patrick's 14-yard sweep with 5:04 remaining.

Cockrell threw touchdown passes of 52 yards and 39 yards, the first to Willie Gault and the second to Mike Miller. Reveiz kicked field goals of 22, 32, 45 and 40 yards.

Alabama scored on passes of 35 and 38 yards by Lewis, a four-yard run by Joe Carter and Patrick's run.

"They did a fine job, make us look bad on occasions -- to many occasions," Bryant said.