MEMPHIS, Tenn. -- Lennox Lewis showed the bully who was boss.

	Lennox Lewis follows through on the fight-ending punch that dropped Mike Tyson for the count.

Using a masterful left jab and landing his right hand at will, Lewis battered a befuddled Mike Tyson before stopping him with a crashing right hand in the eighth round to keep his heavyweight titles Saturday night.

Tyson was bleeding from cuts over both his eyes and from his nose when Lewis landed a punch that sent him sprawling on his back in Lewis' corner. Tyson tried to stand up at the count of eight, getting to one knee, but he was counted out by referee Eddie Cotton at 2:25 of the round.

"Some of the punches he took, I was shocked,'' Lewis said. "I felt them right through to my hand.''

It was a sudden end to a dominating performance by Lewis, who overwhelmed the former champion from the opening bell at the Pyramid Arena.

"There's no way I could ever beat him,'' Tyson said. "He's just too big and too strong.''

Lewis, the IBF and WBC champion, had vowed to beat Tyson to restore order to the heavyweight division. He pounded him with jabs from the first round on, keeping Tyson away and out of range. When Tyson did get close, Lewis hit him with a right uppercut or an overhand right.

"I wanted to prove I was the best fighter in the world,'' Lewis said. "Nobody gets away from my jab.''

	“	There's no way I could ever beat him. He's just too big and too strong. ”
		— Mike Tyson

Tyson certainly didn't. He was exposed as a fighter with limited skills who kept trying to throw punches at the champion but connected only occasionally. Tyson kept trying to rush in and land a big punch, but he never hurt Lewis with any of them.

The sight of Tyson being so thoroughly dominated was almost as shocking as his behavior afterwards, when he tenderly wiped the blood off of Lewis' cheek as the two answered questions.

"He's a magnificent, a prolific fighter, and he should continue fighting,'' Tyson said. "I love him and respect him too much to do something to him.''

Early in the eighth round, Tyson was already bleeding when Lewis hit him with a series of punches that buckled his legs and nearly put him down. Cotton ruled it a knockdown and gave Tyson an 8-count.

When the fight resumed, Lewis went after Tyson again, throwing right hands and jabs before finally connecting with a huge right hand that crashed into the side of Tyson's face, sending him sprawling on his back.

"He was ducking to my right, and I just wanted to catch him as he was doing that,'' Lewis said. "I caught him and he went down.''

Tyson had gone into the ring an underdog for the first time in his career, and it was quickly apparent why.

He had said he would "crush'' Lewis' skull, but Lewis made him look like an amateur, dominating inside and out with his jab and big right hands.

Punch Stats showed Lewis threw 328 punches and landed 193 of them, while Tyson threw 211 and landed only 49.

Officials had worried so much about Tyson fouling Lewis that there was a contract clause that a fighter who committed a vicious foul had to pay the other $3 million if the fight ended because of it.

Once the fight started, though, it was Lewis who was warned by Cotton for elbowing, pushing and holding. Cotton took a point away from Lewis in the fourth round for holding.

The three ringside judges gave Tyson only the first round.

Lewis, who said he needed to beat Tyson to cement his legacy as a great heavyweight, not only did just that, but looked very impressive in the process.

At 6-foot-5, 249¼ pounds, he was bigger, faster and stronger than the 5-11 Tyson, who weighed 234½.

"Mike Tyson was not ready for this kind of fight,'' Lewis' trainer Emanuel Steward said. "I was disappointed, but I was also relieved. It went pretty much exactly the way we wanted it to. The main thing was to make Mike Tyson fight Lennox's kind of fight and once we did that we knew it was going to be over.''

Lewis said he never worried about Tyson biting him or committing a foul to change the outcome of the fight.

"I thought Mike Tyson was going to behave himself. There was too many people watching. I wasn't going to give him any reason to bite me,'' he said.

Lewis, criticized in other fights for being too cautious in the ring, wasn't against Tyson, who was disqualified for biting Evander Holyfield on both ears in a 1997 title fight. Lewis pushed Tyson around, didn't let him get inside and generally acted like the bully himself.

Still, Steward kept telling Lewis between rounds to finish off Tyson.

"Emanuel was pleading with me to take him out,'' Lewis said. "Emanuel told me to take him out earlier. I was just waiting for the time.''

The loss may have been disastrous to the career of Tyson, who terrorized the heavyweight ranks in the 1980s, but has looked very ordinary in the ring since.

He and Lewis each made about $20 million for the fight and their contract called for a rematch. But it is not likely one would sell after the beating Tyson took -- even worse than the one Holyfield gave him in their first fight in November 1996.

"I don't think there will be any more fights with Mike Tyson,'' Steward said. "Who are we going to sell it to?''

Tyson and Lewis had been kept apart since they brawled in January at a news conference. A dozen yellow-shirted security guards entered the ring before the fighters and made sure they were separated until the bell.

Tyson came into the fight with only 18 rounds in the ring since biting Holyfield. During that time, Lewis was in 12 title fights, winning all except for a fluke punch by Hasim Rahman and a disputed draw with Holyfield.

The ring rust showed. Tyson appeared confused every time Lewis backed him up with the jab. He said after his last fight that he needed two more fights to get ready for Lewis, but claimed after 160 rounds of sparring that he was ready to beat him.

"He hurt me early, and he just kept pressure on me,'' Tyson said. "I could take a shot from him but I just couldn't see every punch.''

Lewis (40-2-1, 31 knockouts) has to fight a mandatory IBF defense against Chris Byrd, but then is mandated by fight contracts to give Tyson a rematch at that time.

"I just want to complete my legacy,'' Lewis said. "I wanted to prove I was the best fighter in the world.''

Tyson had to pay Lewis $335,000 out of his purse for biting him at the January news conference to announce the fight, which was originally scheduled for April 6 in Las Vegas.

Las Vegas, however, rejected the fight and several other states refused Tyson a license before Memphis finally bid $12 million to land it.

Several times, it was doubtful the fight would come off. Tyson had to be sequestered in Maui to train to keep out of trouble.

The fight was supposed to be one of the richest ever, generating nearly $100 million in revenue. Ticket sales were slow because they were priced as high as $2,400, but a crowd of 15,327 turned up to see the biggest sporting event ever in the city.

Tyson (49-4-2) was trying to become a three-time champion, something Lewis already accomplished when he won the IBF and WBC titles back from Rahman with a knockout Nov. 17. But he hadn't fought well against a top opponent since beating Razor Ruddock in 1991 and there were as many questions about his eroding ring skills as his antics outside the ring.