ATLANTIC CITY, N.J. -- Chris Byrd exposed Evander Holyfield and embarrassed him. About the only thing Byrd didn't do Saturday night was make Holyfield quit.

	Holyfield headed into Saturday with only two wins in his last six fights.

In a fight that showed just how far Holyfield has slipped at the age of 40, Byrd won the vacant IBF heavyweight title with a lopsided unanimous decision that kept Holyfield from being a heavyweight champion for the fifth time.

Byrd made Holyfield look like an amateur at times, hitting him with flurries and then moving quickly away and leaving Holyfield to take wild swings that hit nothing but air.

"Now the world sees I can stay in there with the great heavyweights because I just beat one of them,'' Byrd said.

Holyfield may have once been a great heavyweight, but he has won only twice in seven fights and is now even further from his improbable goal of winning the undisputed heavyweight title again.

Holyfield blamed an injured left shoulder for some of his problems and said he would not stop fighting.

"It's still there and my goal is still to be the undisputed heavyweight champion of the world,'' Holyfield said.

Byrd resisted Holyfield's efforts to turn the fight into a brawl, making him miss wildly throughout the fight.

Even in the late rounds, Holyfield was game as desperation took hold and he threw big punches at Byrd in an effort to knock him out. But Byrd seldom let Holyfield get off a clean shot, and usually punished him with a flurry of punches in return.

Byrd won 117-111 on two ringside scorecards and 116-112 on the third.

In a fight that lacked the electricity and drama of most heavyweight title bouts, the left-handed Byrd threw punches from everywhere and landed many of them. Even a late rally by Holyfield that had the crowd standing on its feet after the 11th round failed to swing the tide.

The fight was for a piece of the heavyweight title that Lennox Lewis sold to promoter Don King for $1 million and a Range Rover rather than fight the elusive Byrd.

"I thought he (Byrd) looked good,'' said Lewis, who was at ringside. Asked what he liked, Lewis said, "Speed.''

Indeed, the crafty Byrd (36-2) was so much quicker than Holyfield that much of the fight was not even competitive.

CompuBox statistics reflected that, crediting Byrd with throwing 747 punches to 344 for Holyfield, and landing 252 to 102 for the former four-time champion.

Neither fighter was down and neither was hurt, but Byrd landed far more punches and got out of the way when Holyfield tried to land a big hook or right hand.

After the fight ended, Byrd went over to Holyfield's corner and the heavyweights who spent 12 rounds trying to hurt one another linked arms and prayed together.

"I got in there and fought for once,'' Byrd said. "I used my boxing skills to get around.''

Holyfield was attempting to become the only fighter other than George Foreman to win a piece of the heavyweight title in his 40s. Foreman was 45 when he knocked out Michael Moorer in 1994 to win a title.

Holyfield complained to his corner after the seventh round that his shoulder was hurting, and he briefly switched to a left-handed style in the next round to throw right jabs.

"He threw more punches and he kept me off balance,'' Holyfield said. "I hurt my shoulder and I couldn't use my left hand. I could throw to the body, but that's it. And you know I like to throw left hooks.''

Holyfield was trying to put himself in line for a fight against the winner of the John Ruiz-Roy Jones Jr. WBA title fight March 1. Instead, Byrd, a former Olympic 168-pound silver medalist, could get that fight.

Holyfield (38-6-2) was clearly the crowd favorite in a fight that started slowly and soon developed a familiar pattern.

Whenever Holyfield caught Byrd on the ropes, the crowd would scream in delight. But many of his punches missed as Byrd dodged and darted on the ropes.

"He wasn't hurting me, but the crowd thought he was,'' Byrd said.

In the final two rounds, Byrd actually stood and traded punches with Holyfield despite taking a right uppercut in the 11th round that was Holyfield's best punch of the fight.

"There were so many naysayers saying I couldn't fight with these big guys,'' Byrd said. "I get a little more in shape, I think I can take them out.''

Holyfield spent much of the early rounds throwing punches that hit nothing but air, as Byrd moved, ducked and took full advantage of the former champion's aging reflexes.

Holyfield began lunging at Byrd with his head, drawing a warning in the third round and complaints by Byrd between rounds.

"He's using his head like crazy,'' Byrd told his father and trainer, Joe, after the third round.

Holyfield finally cornered Byrd on the ropes in the fifth, landing a few punches to the head, then countering him with a right hand as the two exchanged punches in the middle of the ring.

"I wasn't able to be as aggressive as I would like,'' Holyfield said.

The announced crowd of 8,543 roared with every Holyfield punch, but those were too few and far between.

As the rounds went on, Byrd's lead grew bigger and Holyfield's desperation became more apparent.

"You don't have any time to wait,''' trainer Don Turner told Holyfield as he stood in the corner before the 10th round.

Holyfield made $5 million for the title shot, while Byrd was paid $2.15 million, his biggest payday.

Holyfield was a 2-1 underdog, largely because he was expected to have trouble getting through Byrd's awkward style and delivering clean punches.

Holyfield never really wanted to fight Byrd, whose unorthodox style causes other fighters fits. But the lure of a fifth title proved too much.

Holyfield weighed 220 pounds, the second-heaviest he's been during his 45-fight career. With Byrd at 214 pounds, it was only the second time that Holyfield outweighed an opponent as a heavyweight.