OXFORD, Miss. (AP) _ Romaro Miller threw three touchdown passes as Mississippi overcame an early scare Saturday to defeat Arkansas State 38-14.

Joe Gunn caught one pass for a touchdown and ran for another as the Rebels scored 31 straight points after trailing Arkansas State 14-7 in the first quarter.

Mississippi, which managed only a field goal and 291 yards offense a week earlier against Memphis State, had 484 yards in coach David Cutcliffe's first home game.

Cleo Lemon threw a 75-yard touchdown to Robert Kilow on Arkansas State's first play and hit J.J. Washington with a 15-yard score less than eight minutes later.

But Arkansas State (0-2) blew its next two scoring opportunities with a blocked field goal and an interception.

Anthony Magee, who made a leaping catch for the tipped Lemon pass in the second quarter, scooped up a second throw from Lemon to end an Arkansas State threat at the Mississippi 4 in the third quarter.

The first interception set up Toward Sanford's 1-yard TD run and gave Mississippi (2-0) the momentum they had lacked.

Lemon, who ended the game 14-of-31 for 309 yards, had just 33 yards passing in the Indians' scoreless second half.

Miller was 16-of-25 for 253 yards. He scored on passes of 30 yards to Gunn, 20 yards to Maurice Flournoy and 7 yards to Jamie Armstrong.

Gunn, filling in for an injured Deuce McAllister, ran for 155 yards on 25 carries, a career best. His TD catch was the Rebels' first score 4 minutes into the game and his 34-yard scoring run the final points with less than 5 minutes left.

Mississippi, which had five turnovers against Memphis State, had none against Arkansas State, a team it has only lost to once in 18 meetings.

Despite the lopsided score, Arkansas State had 431 yards offense and only three fewer first downs than the Rebels. Kilow was Lemon's favorite target, accounting for 254 yards on 11 catches.