FAYETTEVILLE, Ark. -- Arkansas' mastery of Ole Miss continues.

Razorbacks sophomore defensive back Santos Ramirez knocked loose the football from Ole Miss senior quarterback Chad Kelly on a fourth-down run with 1:40 remaining and No. 22 Arkansas rallied late to beat the 12th-ranked Rebels 34-30 at Reynolds Razorback Stadium.

It was Arkansas' third consecutive victory over Ole Miss, which is now 2-11 in games played in Fayetteville. Last season, Arkansas used late-game heroics to beat the Rebels 53-52 in overtime in Oxford, Miss.

The Rebels (3-3, 1-2 in Southeastern Conference) faced a fourth-and-16 from their own 20-yard Saturday night when Kelly raced nine yards on a keeper before being hit hard by Ramirez. The ball sailed out of bounds, Arkansas took possession and ran out the clock.

The big defensive play came after Arkansas (5-2, 1-2) regained the lead on a 6-yard scoring run from junior receiver Jared Cornelius. Cornelius lined up in the backfield for the first time in the game and scored with 2:20 left to give Arkansas a 34-30 lead.

The score completed a 10-play, 56-yard drive that saw the Razorbacks convert big third- and fourth-down plays.

"One of our defensive keys was to control Kelly," Arkansas coach Bret Bielema said. "We wanted to control him and try to maybe intimidate him and rattle him a little. And to have the game end the way it ended, with the big hit, it was a fun way to end it."

"Ole Miss's offense has been daunting all season and our kids were focused on the task."

Arkansas, which was coming off a 49-30 loss to No. 1 Alabama, outgained Ole Miss 429-403 in total offense, including 200-150 on the ground.

Arkansas junior quarterback Austin Allen completed 19 of 32 passes for 229 yards, three touchdowns and an interception. Allen is the first Arkansas quarterback with multiple touchdown passes in each of his first seven games as a starter.

"It was another gritty performance by Austin," Bielema said. "He's got great fight, great moxie and great perseverance."

Arkansas sophomore running back Rawleigh Williams III finished with a career-high 180 yards on 27 carries.

"Anytime we get above 200 yards rushing our chances of winning goes up," Bielema said. "Rawleigh Williams did a lot of good things tonight. And he'll give the first credit to the guys up front who created the holes for him."

Kelly was 18 of 39 for 253 yards and a passing score for the Rebels, who were coming off a bye week. Kelly also ran 14 times for 89 yards and two more scores. Ole Miss senior tight end Evan Engram caught seven passes for 111 yards. Kelly threw an interception, had the game-ending fumble and was sacked twice -- including once on the Rebels' final drive.

"It was quite surprising," Ole Miss coach Hugh Freeze said of the offensive mishaps. "No one will feel worse about it then they do, and I know they'll come back to get to work.

"We had chances to take control of the game, but we had drops and other mistakes that were critical and really hurt. It stinks. It hurts. We give credit to them, but we certainly leave here feeling like we let one get away."

The Razorbacks' game-winning drive came after the Rebels used a big defensive play to help it take its first and only lead of the game.

Ole Miss junior defensive end Marquis Haynes intercepted an Allen pass at the Ole Miss 38 and returned it 17 yards to the Arkansas 45.

Five plays later, Ole Miss took its first lead of the game at 30-27 when Kelly scored on a 17-yard keeper with nine minutes left in the game.

Arkansas went ahead 27-20 with 3:29 left in the third quarter when Allen pitched to Williams, who ran for a 2-yard score.

The Rebels pulled within 27-23 three plays later on a 33-yard field goal from junior kicker Gary Wunderlich with 14:49 remaining.

Each team had the momentum for a quarter of the first half and was practically even statistically.

The Razorbacks outgained the Rebels 281-274 in total offense and dominated the time of possession (19:37 to 10:23), but Ole Miss rallied from a 17-6 deficit and tied the score at 20 with 1:24 left in the half.

That score -- an 8-yard keeper from Kelly -- capped a five-play, 90-play drive that took the Rebels just 48 seconds. The Ole Miss drive included completions of 19, 35 and 22 yards from Kelly and gave the Rebels the momentum for the first time in the game.

Ole Miss entered the game outscoring opponents 55-6 in the first quarter and 131-40 in the first half this season, but Arkansas had all the momentum early, leading by as much as 17-6.

The Razorbacks' offensive line protected Allen well on Arkansas' second drive of the game and the result was a 7-0 lead.

Arkansas drove 83 yards in five plays, capped by a 51-yard scoring strike from Allen to Reed with 10:33 left in the first quarter.

The Rebels responded and drove 61 yards in nine plays and scored on a 13-yard pass from Kelly to Engram with 7:26 left in the first quarter. The point-after attempt hit the left upright and Arkansas led 7-6.

It only took the Razorbacks three plays to add to their lead on their next drive. Sparked by a 53-yard first-down run from Williams, Arkansas scored in three plays and led 14-6 on a 13-yard pass from Allen to senior Drew Morgan.

After forcing Ole Miss to punt, Arkansas senior Adam McFain kicked a 43-yard field goal to complete a 10-play, 56-yard drive, pushing the lead to 17-6 with 14:13 left in the first half.

"I thought our defense gave them cheap scores early on, which was frustrating," Freeze said.

Kelly got things going through the air and with his legs on the Rebels' ensuing drive. Sparked by a 23-yard keeper from Kelly on first down, Ole Miss went 67 yards in seven plays and pulled within 17-13 on a 2-yard run from senior running back Akeem Judd with 11:50 left in the half.

Another field goal from McFain -- this time from 36 yards -- made it 20-13 with 5:21 remaining in the half.

Kelly was 13 of 21 for 190 yards in the first half. Allen was 10 of 15 for 140 yards.

NOTES: Arkansas junior DB De'Andre Coley was ejected with 14:10 left in the third quarter for targeting. Coley hit Ole Miss freshman WR Van Jefferson high after a pass intended for Jefferson was intercepted by Arkansas junior DB Henre' Tolliver. A review of the play confirmed the targeting call and ejection. ... Arkansas senior RB Kody Walker did not play because of a nagging foot injury dating back to last season and coach Bret Bielema said after the game that Walker would have surgery and miss the rest of the season. ... Junior LB Dwayne Eugene made his first start for Arkansas. He replaced sophomore Dre Greenlaw, who will miss four to six weeks after breaking a foot against Alabama. ... Saturday was the first time since 1999 that the two games entered the game nationally ranked. ... Ole Miss defensive coordinator Dave Wommack served in the same position for Arkansas from 2001 to 2004 under coach Houston Nutt. Wommack was a graduate assistant for the Razorbacks under coach Lou Holtz from 1979 to 1982.