Fred Besana threw for 338 yards and three touchdowns, two to Wyatt Henderson, to help the Oakland Invaders defeat Michigan, 33-27, spoiling the Panthers' home debut last night in Pontiac, Mich.

A crowd of 28,952 saw Michigan (1-3) come back from a 23-6 deficit on three touchdown passes from rookie Bobby Hebert to rookie wide receiver Derek Holloway.

Besana completed 23 of 29 passes and hit Henderson, the league's top scorer with five touchdowns, for scoring passes covering 45 and 22 yards.

He also hit veteran tight end Raymond Chester with a 32-yard touchdown pass and veteran running back Art Whittington scored on a 14-yard run for Oakland (2-1). kevin Shea kicked field goals of 32 and 24 yards, his last coming with 4:25 left and giving the Invaders a 33-20 lead.

Hebert completed just one of his first seven passes and was replaced by Whit Taylor midway through the second and third quarters. Hebert returned and wound up completing 14 of 23 passes for 279 yards.

Holloway, a 5-foot-7 Arkansas native, caught touchdown passes of 48, 22 and 38 yards and added a fourth reception to finish with 108 yards.