PHILADELPHIA (AP) -- Kurt Warner and the St. Louis Rams had one more surprise left.

With the playoffs two weeks away, they turned into the old Rams and lost to the Philadelphia Eagles 38-31 Sunday.

	Eagles rookie quarterback Donovan McNabb was impressive in his final start of the season.

Warner and Marshall Faulk reached their statistical milestones, but the Rams committed seven turnovers in a sloppy game they hope won't kill the momentum they built in a remarkable turnaround season.

"I don't see how it can help us," said Rams coach Dick Vermeil, the former Eagles coach who fell to 0-2 against Philadelphia. "Hopefully, it won't hurt us."

Warner joined Dan Marino as the only quarterbacks in NFL history with 40 touchdown passes in a season, and Faulk broke Barry Sanders' total yardage record. But the Rams (13-3) failed to earn the franchise's first 14-win season and will go into the playoffs on a flat note.

The Eagles (5-11), still improving until the very last seconds of coach Andy Reid's first season, forced seven turnovers for the second straight game and ended a season with two straight victories for the first time since 1996.

"I like the position that we're in," said Faulk, who broke Barry Sanders' record for yards from scrimmage. "I wouldn't give up this opportunity to go on the road having to win just to get in the playoffs."

Rookie Donovan McNabb was 15-for-33 for 179 yards and three touchdowns, including the decisive 5-yard TD pass with 10:55 left to Chad Lewis, who was cut by the Rams during the season. Norm Johnson missed a 39-yard field goal with 4:41 left, but the Eagles' defense responded again just when it seemed the Rams would be let off the hook.

After Johnson's miss, Robert Holcombe ran for 34 yards to the Philadelphia 29. But he fumbled two plays later, leading to Tim Hauck's recovery.

Sean Landeta blasted a 57-yard punt to the Rams 7, and on third down, Al Harris intercepted Joe Germaine's pass and ran it in 17 yards for a touchdown with 1:16 left.

Germaine hit Torry Holt for a 62-yard touchdown with 59 seconds left for the final margin. The Rams had their hands on the ensuing onside kick, but Philadelphia's Na Brown recovered.

"We're not that far off," Eagles cornerback Troy Vincent said. "We played well, tremendous at times, against some pretty good football teams."

Mike Mamula had two fumble recoveries, an interception return for a touchdown and one of Philadelphia's five sacks. Hauck, a 10-year veteran, had his first career interception and forced a fumble.

Warner, who came in with a nearly four-to-one ratio of touchdowns to interceptions, was picked off twice after throwing his 40th TD pass in the first quarter. He was 12-for-24 for 141 yards, two touchdowns and two interceptions and came out to rest for the playoffs with 5:38 left in the third quarter.

Faulk came out in the second quarter after rushing for 79 yards and a touchdown and catching three passes for 27 yards and a touchdown. He finished the season with an NFL record 2,429 yards from scrimmage, passing Sanders' mark of 2,358 set in 1997.

"We know that there will be a new season two weeks from now," Warner said. "We're going to go out and do what we've done all year long."

	GAME NOTES
	The Rams missed a chance at the team's first eight-game winning streak since 1967, when Deacon Jones and Merlin Olsen anchored the defense for coach George Allen. Rams DE Kevin Carter had one sack, increasing his league-leading total to 17. Of the 17 players who started on defense this season for the Eagles, all but injured DE Hugh Douglas had either a fumble recovery or interception.

But the Eagles stifled the Rams' offense even with Warner and Faulk in the game.

"We expected to," Vincent said. "We watched the film, and people weren't finishing plays against them. They were hitting Kurt in the legs instead of hitting him in the face."

Mamula returned Warner's second interception 41 yards for a touchdown on the Rams' first possession of the third quarter, giving Philadelphia a 24-17 lead. Mamula's first career interception, and the surprising tenor of this game, prompted one press box observer to point to the sky and say, "Hey, look at that pig flying by."

But Warner hit Holt for 26 yards and Ricky Proehl for 29 before hitting Holt for a 15-yard touchdown to tie it at 24-all with 9:22 left in the third.

Faulk broke Sanders' all-purpose yards record with a 7-yard run late in the first quarter. After passing Sanders' mark of 2,358 yards from scrimmage, set in 1997 with Detroit, Faulk reeled off a 57-yard run that set up his own 1-yard TD run that made it 14-3 Rams.

But McNabb hit Torrance Small for a 63-yard touchdown that ended with Small dancing around defenders Todd Lyght and Devin Bush and somehow scrambling to the end zone. That cut it to 14-10 with 10:14 left in the third period.

McNabb's 3-yard, left-handed shovel pass to Duce Staley tied it at 17-all with 32 seconds before halftime.