KNOXVILLE, Tenn. (AP) -- Three years after upsetting Tennessee, Memphis almost did it again.

	Tennessee's Dwayne Goodrich comes up with the interception against Memphis.

In their first meeting since that game, the seventh-ranked Volunteers pulled out a victory when Tee Martin hit Cedrick Wilson with a 15-yard touchdown pass with a minute left for a 17-16 victory Saturday.

"I told them I would take one point or 50 points, whatever we could get done," said Tennessee coach Phillip Fulmer. "I didn't know they would take me literally."

The Volunteers (2-1), coming off last week's loss at Florida, mounted a 78-yard drive in the closing minutes before a crowd of 107,000 to avenge their 21-17 loss to Memphis (1-3) in 1996.

"We came into one of the most hostile environments in college football and played like this," said Memphis coach Rip Scherer, whose team was a 31-point underdog. "We gave them fits. Our guys gave a heck of an effort."

Jamal Lewis, who rushed for only 45 yards on 16 carries, fought for a first down to get the winning drive started. Then Martin hit Wilson for an 8-yard strike, followed by a 53-yard pass to Bobby Graham, who raced to the Memphis 6-yard line.

"Tee and I told the offensive line if you give us time, we can make the play," Graham said. "Tee made the perfect throw, high over the linebacker, and I made the catch."

Two plays later Martin found Wilson, a Memphis native, in the end zone to tie the game. Freshman kicker Alex Walls, in his first start, kicked the extra point to put Tennessee ahead by one point.

Memphis (1-3) then moved the ball from its 10 to the Tigers' 38 before quarterback Neil Suber failed to connect on four straight passes, turning the ball over on downs.

"The Memphis defense was pretty tough," Wilson said. "We figured that. (But) we didn't execute as well as we should have and it cost us."

Wilson said trailing so late in the game "was bad on my heart."

"We just have to go back to the offense and regroup and do the things we ought to do," he said.

Fulmer agreed. "We've got to get better on offense. We are not nearly where we need to be at this point," he said.

Tennessee had never lost to the Tigers in 15 previous games until the upset in 1996. The Vols were ranked No. 6 that year, but fell out of the national title race with the loss.

The Vols haven't lost two consecutive games since 1994, but they looked on the verge until the final drive Saturday.

Tennessee managed only two first downs and 49 yards of offense in the first half while Memphis controlled the ball for 17½ minutes. The second half was only slightly better for the Vols, who were outgained 290-216 for the game.

Eric Parker got the Vols on the board first with a 69-yard punt return for a touchdown with 3:30 left in the first quarter. Memphis' Ryan White kicked the first of three field goals to cut the Vols' lead to 7-3 at halftime.

Suber hit Ken Coutain for an 82-yard touchdown pass to tie the game 10-10 with 4:41 left in the third quarter. White's 34-yard field goal to start the fourth quarter put Memphis up 13-10, the Tigers' first lead of the game.

White kicked another field goal with 3:20 to play, putting the Tigers up by six and setting the stage for the Vols' best drive of the night.

Martin passed for 172 yards, connecting on 15 of 28 attempts, with one interception. Suber was 9-of-23 with one interception for 222 yards.

"We might have won the game in 1996 with mirrors," Scherer said. "In this one, we were as competitive as we've ever been. ... We're not far from being a good team."

Tennessee kept four redshirt freshmen, including kick returner and NCAA champion sprinter Leonard Scott, out of the game.

Athletics director Doug Dickey issued a statement just before kickoff saying the university had received "information which, if true, could affect (their) eligibility." Dickey said an investigation was under way.