Larry Holmes, 35, moved within one fight of matching Rocky Marciano's record tonight by winning a unanimous 15-round decision over Carl (The Truth) Williams.

But afterward, all Holmes wanted to talk about was a long rest.

"We'll take a long look and see where we're going," he said. "Then I'll take a long rest. I've got to go home and think about it. They are getting younger and stronger. These young guys are really game. But a champion fights until there are no bells.

"This man was ready. He's been training with Marvis Frazier and I've been training for three weeks. I took this fight on three weeks notice."

Holmes, whose third fight in six months gave him a 48-0 record, left the Lawlor Events Center immediately after the fight accompanied by a doctor and headed to his hotel for medical attention. His left eye was swelled nearly shut.

"That's the most punishment Larry's taken since I've been with him," said trainer Eddie Futch, who joined Holmes' camp four years and 11 fights ago.

Only Marciano, 49-0 when he retired at age 33 in 1956, has retired as undefeated heavyweight champion.

Williams appeared fresher at the end and was still doing a lot of talking, just as he had done in the days leading up to the fight.

"I've been saying all along I'm the uncrowned king and the heir to the throne," he said.

He said he thought he had won the fight and "I think the least I could have gotten was a draw. I fought a hell of a fight."

Many of the 6,046 in the 12,100 seat arena agreed, but two judges saw it 146-139 and the third voted 143-142.

But while the 35-year-old Holmes was a unanimous winner to retain his International Boxing Federation title, he was very tired at the end, and at times he appeared tentative against Williams, 25, who went into the fight with a 16-0 record.

Each fighter hurt the other but was unable to follow up. Williams, who is 6 feet 4 and weighed 215, showed a fine left jab and held his own with Holmes, 222 1/4, through the first six rounds.

In the ninth, Holmes closed strongly with jabs and hooks. But Williams, who was knocked down twice in the first two rounds of his previous fight -- a 10-round decision over James Tillis last Oct. 23 -- never was in danger of going down.

Holmes backed Williams up with a right early in the 15th, then hit him on the head and body. But he was too tired to take advantage and had to settle for a decision in Reno's first title fight since Jack Johnson knocked out Jim Jeffries in the 15th round July 4, 1910.

Holmes, who has 34 knockouts in his career, got $2.3 million. Williams, of White Plains, N.Y., who looked nothing like a 6 1/2-1 underdog, was paid $175,000.

In earlier heavyweight matches, Frazier won a 10-round unanimous decision over Tillis, and Randy (Tex) Cobb was knocked down for the first time in his career and lost a 10-round unanimous decision to Eddie Gregg.

In a scheduled 10-round lightweight fight, Bobby Chacon, 33, knocked out Davey Montana at 2:19 of the ninth round.