KNOXVILLE, Tenn. (AP) _ With a chance to put up some big numbers against outmanned UNLV, Tennessee coach Phillip Fulmer chose one that didn't show up on the scoreboard.

Rather than passing yards for Heisman Trophy hopeful Peyton Manning or rushing yards for tailback Jay Graham, Fulmer chose to run up only one number: the number of players who got into the game. At least 80 Vols played, including nine freshmen, as Tennessee beat UNLV 62-3.

``From the beginning the unselfish attitude of this team has been really pleasing, and tonight was a great example of it,'' Fulmer said. ``Jay Graham had a string of (nine) 100-yard games going, but he never said a word when he didn't get any carries after the first quarter. And we could obviously have run some big numbers up for Peyton, but he's the type person to do the right thing for the team.''

UNLV coach Jeff Horton said his team just didn't have the players to compete with the Vols.

``We were outmanned, no question about it,'' he said. ``When their linebackers and defensive linemen are running down your backs, that's a mismatch.''

Manning threw for 298 yards and a touchdown, but played only one series in the second half. Graham scored two touchdowns, but carried only six times for 34 yards.

With a school-record crowd of 106,212 in newly expanded Neyland Stadium, the Vols jumped on the Rebels 35-3 at halftime and pulled away with two touchdowns in the first 3:17 of the third quarter.

The Vols gained 473 yards and scored twice on fumble recoveries. UNLV was held to 184 yards.

Manning, 18-of-24 with one interception, threw a 31-yard pass to Joey Kent to key a 72-yard drive to start the third quarter. Mark Levine scored the second of his two TDs for a 42-3 lead.

Just 22 seconds later, Al Wilson jarred a completed pass loose from Dahrin Footman, and the Vols' Terry Fair scooped it up and ran 47 yards to score. That made it 49-3 with 11:43 left in the third quarter, and sent Manning and the rest of the starters to the sidelines for the night.

Kent caught six passes for 151 yards and a touchdown, a 63-yarder from Manning on Tennessee's second possession. It was Kent's school-record 19th career touchdown pass, breaking a tie with Cory Fleming (1990-93).

``The record means a lot to me because Cory Fleming held it,'' Kent said. ``It's a good feeling to get the record, but personal goals are really not relavent right now.''

Marcus Nash also had six catches for 103 yards.

Fair's 51-yard punt return set up Jay Graham's first touchdown four minutes into the game.

Manning's bomb to Kent was the only play of Tennessee's second drive for a 14-0 lead, and Graham picked up his second TD with 7:38 left in the first quarter to cap a 35-yard drive and a 21-0 lead. It was his last carry of the game.

Marshall Mathews kicked a 24-yard field goal early in the second quarter for UNLV's only points. That capped a 15-play, 78-yard drive.

Manning completed four straight throws for 66 yards to set up Levine's first 1-yard scoring run in the second quarter, and sneaked in from the 1 soon thereafter to cap a 22-yard drive set up by Tyrone Hines' interception for a 35-3 lead.

Jeremaine Copeland directed the Tennessee offense after Manning left, including a 65-yard TD drive. Copeland scored from the 10 on an option keeper late in the third quarter to make it 56-3.

The Vols added another touchdown when Eric Westmoreland picked up a fumble and ran in from 26 yards with 6:09 to play.

UNLV's Jon Denton, a redshirt freshman making his first start, completed 19-of-37 for 128 yards with two interceptions.

Carlos Baker caught nine passes for 40 yards for the Rebels.