HATTIESBURG, Miss. (AP) -- Southern Mississippi coach Jeff Bower wasn't all that surprised his team nearly blew a 28-point lead against Cincinnati.

Jeff Kelly threw three touchdown passes and No. 21 Southern Mississippi staved off a second half Cincinnati rally for a 28-20 victory Saturday.

	Cincinnati's P.J. Mays pulls away from an attempted tackle by Southern Mississippi defensive back Leo Barnes

Cincinnati trailed 28-0 before scoring three touchdowns in a 15-minute span. A long pass by Deontey Kenner with one second left was broken up near the 10-yard line.

"Those guys don't quit. You have to give them a lot of credit for not giving up. It takes a lot of character to come back from a 28-0 deficit. We knew what they were capable of doing," Bower said. "They got in a rhythm and started moving the ball real well. I'm not going to second guess what we did, but we won the ballgame and that's what it's all about."

Despite being outgained 529 yards to 352, Southern Mississippi (5-2, 4-0 Conference USA) limited the Bearcats' scoring with big defensive plays, including two blocked field goals in the first half.

"They don't give up big plays," said Cincinnati coach Rick Minter, whose teams have had three-point losses in each of their first two Conference USA games, one in overtime and the other with five seconds left.

Cincinnati (2-5, 0-4) lost its first offensive fumble of the season at midfield with 5:29 to play in the first quarter. The Golden Eagles capitalized on the next play, as Kelly connected with a wide open Sherrod Gideon in the end zone for a 49-yard TD.

The two paired up again with a 12-yard scoring pass late in the second quarter, capping a seven-play, 80-yard drive. Kelly was 3-of-3 on the drive, also connecting on passes of 44 and 15 yards.

Kelly also threw a 41-yard TD to Todd Pinkston midway through the third quarter for the Eagles' only second half score. Kelly was 12-of-17 for 237 yards.

Kenner completed 35-of-59 passes for 407 yards, including a 9-yard touchdown pass to Antonio Chatman with 2:53 left in the third quarter. Chatman caught nine passes for 130 yards.

Lloyd Garden scored the Bearcats other two touchdowns on 1-yard runs, both in the fourth quarter. Garden's last score came with 2:02 left in the game. After Southern Mississippi's offense sputtered, the Bearcats got the ball again with about a minute left. Kenner launched a desperation pass that was broken up as time expired by Chad Williams.

Cincinnati, which had not let an opponent score on its opening drive this year, could not contain Derrick Nix on USM's first drive. Nix scored on a 5-yard run with 8:47 to go in the quarter. He carried the ball six times and caught a screen-pass during the nine-play drive. For the game he had 82 yards on 22 carries.

Senior Bearcats cornerback Bobby Fuller broke his left leg while tackling Nix in the second quarter.

Bower said his team looked good in the first half but struggled offensively in the final period.

"We all got out of sync and weren't able to produce," he said.

Southern Miss managed 17 first downs to Cincinnati's 28. Cincinnati had just 122 yards on the ground, and Robert Cooper accounted for 93 of those on 27 carries.

Like Cincinnati, the Eagles had one turnover. Southern Miss was in scoring range in the second quarter when Kelly was sacked for a 17-yard loss and fumbled. The turnover set up a Cincinnati field goal attempt, which was blocked.