LEXINGTON, Ky. (AP) _ Louisville's defense made a statement against Kentucky.

``We came out ready to play because we didn't want the game to be close,'' Louisville tackle Leland Taylor said after the Cardinals dominated their intrastate rival 38-14 Saturday night.

``We knew we were going to win and the scoreboard tells the story. It wasn't a close game.''

Louisville's defense was the difference before a record 59,384 fans in Commonwealth Stadium after Kentucky took a quick 7-0 lead in the third annual game.

Kentucky gained 185 yards, including 39 on the ground, and had only 11 first downs. Louisville also had six sacks.

``We had three goals coming into this game,'' Louisville coach Ron Cooper said. ``We wanted to stop the run and we did that. We didn't want to give up many big plays and we didn't. And we wanted to make sure we tackled.''

Kentucky freshman quarterback Tim Couch, last year's national high school player of the year, entered the game in the third quarter and tossed a 20-yard touchdown pass to Isaac Curtis III. He was 8-of-20 for 101 yards.

``He's going to be real good someday,'' Taylor said of Couch. ``They look a lot smoother with him in there.''

Couch promised to improve.

``I made some mistakes I shouldn't have made but I'll correct them and get better,'' he said. ``It felt good to get out there and finally play. I felt comfortable with it. I expected it to be hard, and the hitting was hard.''

Kentucky's Kio Sanford returned a punt 62 yards to the Louisville 10, and two plays later Ray McLaurin raced in off left tackle from the 6 for a 7-0 lead just 5:35 into the contest.

Tony Esters' two blocked punts set up a 20-yard field goal by David Akers and Courtney Dinkins' 15-yard run, and Rico Clark returned a fumble for a 48-yard TD for a 17-7 lead at the half.

On Kentucky's first possession in the third quarter, Sam Madison picked off Billy Jack Haskins' pass and took it 41 yards for a 24-7 advantage. Haskins left after the play and didn't return, finishing 5-of-12 passing for 45 yards.

``We cannot give that many points away against a decent football team. Ever,'' Kentucky coach Bill Curry said. ``That's the story.''

Couch's scoring pass to Curtis as the third quarter expired trimmed the deficit to 24-14. Kentucky appeared to be on another scoring drive until Couch was stopped on fourth-and-1 at the Kentucky 42.

Louisville scored in five plays, sparked by Jason Payne's 32-yard run on first down, and ending with Otis Floyd's 1-yard dive over the middle for a 31-14 advantage with 9:39 to go.

Louisville freshman Chris Redman, the national player of the year in 1994, completed an 8-yard pass to Robert Bates with 16 seconds left for the final score.

Louisville picked up 260 yards, 144 through the air and 116 on the ground.

Payne was 15-of-22 passes for 110 yards while Redman hit on 3-of-6 for 34.

Louisville has won the last two games, but Kentucky holds a 7-2 lead in the series that was renewed in 1994 after a 70-year hiatus.