Tom Kain, Duke's all-America forward, scored his third goal of the game with 9:23 remaining in the second overtime to lift the Blue Devils to a 3-2 upset of George Mason in a college soccer game yesterday in Fairfax.

George Mason, ranked No. 9 nationally in two polls and undefeated in 12 games before yesterday, fell behind, 2-0, when Kain got his second goal with 19:44 remaining in regulation. But Ray Elsesser and Fred Thompson scored for the Patriots within three minutes of each other and the score was tied, 2-2, with 10:08 left in regulation.

After one scoreless 10-minute overtime, Kain got his opportunity when Tom Stone lifted a ball over three defenders. Kain settled the ball at the far post and scored when he lifted it over goalkeeper Mike Benitez.

"It was called ball-watching by the defense," said Duke forward John Kerr, a graduate of Falls Church High School and a member of the U.S. National World Cup qualifying team. "Tom showed great composure bringing the ball down and putting it away."

Duke, ranked 18th in the Intercollegiate Soccer Association of America poll, improved to 10-4.

"I think it was a very exciting game," said George Mason Coach Gordon Bradley. "It had a bit of everything."

No doubt, Bradley was alluding to the number of yellow cards issued, six in all, including one to Duke Coach John Rennie and his assistant, Ken Chartier.

Duke took a 1-0 lead after only 3:31. Kain headed in a corner kick from Charlie Guevara.

Mason appeared to tie the score when, after a period of sustained pressure on Duke goalie Pat Johnston, Sam Sumo finally headed it by him. Offsides negated the goal.

"That was not offside," said Sumo, who had 20 goals coming into the game, but was held scoreless for the second time this year. "The ball is coming in from the wing, I was on. You just can't do anything about it."

Kain's second goal came when he controlled the ball and cut lengthwise across the field. He fired a shot back to the far side. "I thought I'd surprise him," Kain said. "I wanted to take it to the far pole as soon as I could."

The Patriots appeared finished. Elsesser scored when Johnston wandered from the net and he hit a long shot to the far corner of an unguarded goal.

"Scoring a goal at that point makes it 2-1 and it's a new game," Bradley said. Mason tied it when Doug Bradley hit an indirect kick and Thompson put in the rebound.