LITTLE ROCK (AP) _ Mississippi tailback Cory Philpot carried 25 times for 123 yards and a blitzing defense stifled Arkansas at every turn as the Rebels beat the Razorbacks 17-3 Saturday night.

Philpot ran for more than 90 yards in the second half, much of it on the draw. His backup, Dou Innocent, went 4 yards for the touchdown that put the Rebels in front 17-3 early in the fourth quarter.

At that point, Arkansas had just three first downs - one in each quarter.

Because of injuries, the Razorbacks started freshman Verl Mitchell and Tony Nagy in the offensive line. That group was baffled by the Rebels, who rushed from all sides. Quarterback Barry Lunney Jr., one of the heroes in Arkansas' upset of Tennessee last week, was sacked six times in the first half.

The Rebels (4-2, 3-2 in the Southeastern Conference) led 10-3 at the half. The Razorbacks (2-5, 2-3) had an opportunity to make it close when Dean Peevy intercepted a Russ Shows pass and returned it 26 yards to the Mississippi 18 early in the third quarter.

But on third-and-five, Lunney was fortunate to make it back to the line of scrimmage and Todd Wright was wide right on a 30-yard field goal attempt.

Shows started the Rebels' second touchdown drive when he converted third- and-six with an 8-yard pass to Eddie Small. Philpot ran 16 yards to the Arkansas 40 and Innocent made 7 more for a first down at the Arkansas 28. On second-and-12 from the 18, Innocent got loose for 14 more. Innocent, who made 49 yards on 12 carries, scored two plays later.

Arkansas reached the Mississippi 10 with less than four minutes remaining, but a fourth down pass was too high for Ron Dickerson Jr. to catch.