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FACTS & STATS: Site: Commonwealth Stadium (65,000) -- Lexington, Kentucky. Television: ESPNU. Home Record: Ole Miss 1-4, Kentucky 2-3. Away Record: Ole Miss 1-2, Kentucky 0-2. Neutral Record: Ole Miss 0-0, Kentucky 1-0. Conference Record: Ole Miss 0-5, Kentucky 0-4. Series Record: Ole Miss leads, 27-13-1.

GAME NOTES: The Ole Miss Rebels and Kentucky Wildcats have both endured disappointing seasons, but one of the two squads will earn its first SEC win when they meet at Commonwealth Stadium in Lexington on Saturday afternoon.

Three straight losses have dropped the Rebels to 2-6 overall, and the squad would have to win each of its final four games to earn bowl eligibility. While three of the contests can be deemed "winnable", top-ranked LSU still exists on the schedule. Last week, often criticized head coach Houston Nutt watched his Ole Miss squad fall to Auburn by a 41-23 final on the road.

Kentucky has one more victory than Ole Miss this season, but it is hard for fans of an SEC club to get too excited over wins against Western Kentucky, Central Michigan and Jacksonville State. The fact is that the Wildcats have lost all four games against conference foes to date by double figures, and last week's 28-16 setback to Mississippi State was by far the closest of the four.

Ole Miss owns a 27-13-1 series lead over Kentucky, which includes wins in four of the last five meetings with the Wildcats.

The Rebels put forth a decent offensive effort in last week's game against Auburn, compiling 382 total yards and three touchdowns. The ground attack accounted for 220 yards, and RB Brandon Bolden rushed for 114 yards with two scores. Randall Mackey took the snaps for the Rebels once again, and he completed 15-of-27 passes for 157 yards with one touchdown and one interception.

Ole Miss is only posting 20.9 ppg and 283.6 total ypg, so there is a wealth of room for offensive improvement. Mackey has been mediocre at best under center, completing just 52.8 percent of his passes for 809 yards with five touchdowns and four interceptions.

While the offensive effort was solid last week, the defensive showing simply wasn't good enough for Ole Miss. The club yielded five TDs to Auburn, four of which came on the ground. The Tigers posted 254 rushing yards in the clash and were able to complete an efficient 12-of-15 passes as well.

The Rebels are being victimized for 30.6 ppg and 438.6 total ypg, numbers that help explain their poor record. The fact that Ole Miss is permitting 5.5 yards per rushing attempt is downright embarrassing, and the team has yielded 18 rushing scores already. The pass defense hasn't been much better, and while 14 takeaways have been notched, the overall level of play has been poor.

As shaky as Ole Miss has been on the offensive side of the ball, Kentucky has been even worse. The Wildcats are only scoring 16.5 ppg while gaining 265.8 total ypg, and they have struggled mightily in their efforts to run and pass. Just 3.8 yards per rushing attempt have been posted, and the average pass completion has spanned only 8.8 yards. Morgan Newton has an ankle injury but he figures to be on the field this weekend, that is if the coaches decide he is a better choice than Maxwell Smith. Neither of the two signal callers has been impressive, and both have limited the effectiveness of standout receiver La'Rod King (31 rec, 412 yds, six TDs). It also doesn't help King that the team lacks a legitimate running threat, as Josh Clemons paces Kentucky with only 279 yards.

Kentucky managed only one touchdown against Mississippi State last weekend. The Wildcats finished with 3.0 rushing yards per carry and 6.5 yards per pass completion, and numbers like those will rarely lead to victory.

Opponents are scoring 27.4 ppg against Kentucky, which is surrendering 389.9 total ypg. The Wildcats are giving up over 190 ypg both rushing and receiving, and the fact that they are yielding 4.9 yards per run and 13.2 yards per pass suggests that there is plenty of room for improvement against both means of attack.

Danny Trevathan was tremendous for the Wildcats in the game against Mississippi State, as he posted 17 total tackles, one interception and a forced fumble. Still, the defense surrendered a pair of rushing TDs and two passing scores as well, permitting a rather weak offensive team to gain nearly 400 total yards.

Outside of Oxford and Lexington, there won't be many people interested in this game between two bad SEC teams. There isn't likely to be many points scored, but since one squad has to come away victorious the edge goes to the home team.

Sports Network Predicted Outcome: Kentucky 16, Ole Miss 13