Memphis, which had almost no offense all game, had enough to beat No. 6 Tennessee for the first time.

"We preached all week long that big-timers make big plays in big games," said Memphis Coach Rip Scherer, whose team upset the 26-point favorite Volunteers, 21-17, today. "It was time for the offense to step up."

When the Tigers (4-6) took over at their 30 with slightly under six minutes left, they had managed just 83 yards of offense all day. Undaunted, they marched 70 yards in 5 minutes 20 seconds, getting the winning score on Qadry Anderson's three-yard touchdown pass to Chris Powers with 34 seconds remaining.

The Vols (6-2) had beaten the Tigers in 15 meetings dating from 1968.

The loss likely ends any hopes Tennessee had for an alliance bowl bid. It is the first game the Vols have lost to a team other than Florida in more than two years.

"I compliment Memphis. They made the plays when they had to," said Volunteers Coach Phillip Fulmer. "We've been trying to get the running game going for weeks. It's been about ready to bite us in the butt, and it bit us tonight."

The Vols gained 85 yards on 49 carries. The Tigers also scored on Kevin Cobb's 95-yard kickoff return and a short run by Anderson that was set up by safety Keith Spann's 77-yard interception return.

"Kevin Cobb's kickoff return was the biggest play of the game," Scherer said.

Tennessee had just taken a 14-7 lead and appeared ready to take control when Cobb returned the kickoff. He was hit and seemingly knocked down at about his 20. He turned a flip in the air and landed on one foot and his left elbow, neither qualifying him as down. CAPTION: Jay Graham and Tennessee running game (85 yards on 49 carries) are stopped cold by linebacker Richard Hogans and Memphis Tigers.