| Lineup | UMass | PG - Raymond Young (fresh) 11 pts. SG - Charles Hadfield (fresh) 2 pts. 1 ast. SF - Rico Santiago (fresh) 4 pts. 2 reb. PF - Walter Sterling (fresh) 2 pts. 2 reb. C - David White (fresh) 2 pts. | |
| Lineup | Memphis | PG - Joey Hale (fresh) 1 pts. 2 ast. SG - Brett Scull (fresh) 1 pts. 4 ast. 2 stl. SF - Robert Pierce (fresh) 8 pts. PF - Robert Caouette (fresh) 11 pts. C - Timothy Shackleford (fresh) 5 pts. 6 reb. | |
| 20:00 | Memphis | Robert Pierce inbounds the ball | 35-44 |
| Game Plan | UMass | UMass is playing a fastbreak offense and a man to man (-2) | |
| Game Plan | Memphis | Memphis is playing a flex offense (uptempo) and a halfcourt press/3-2 zone (+1) | |
| 19:56 | Memphis | Joey Hale's pass is off the mark and out of bounds in the backcourt | 35-44 |
| 19:40 | UMass | Raymond Young can't connect on a shot from close range | 35-44 |
| 19:39 | Memphis | Timothy Shackleford snags the defensive board | 35-44 |
| 19:26 | Memphis | Timothy Shackleford's pass is off the mark and out of bounds | 35-44 |
| 19:23 | UMass | Joey Hale picks off the pass by Raymond Young in the backcourt | 35-44 |
| 19:21 | Memphis | Brett Scull lays it in on a great pass from Joey Hale | 35-46 |
| 19:02 | UMass | David White is hacked by Brett Scull - foul #1 on Brett Scull, team foul #1 | 35-46 |
| 18:49 | UMass | Robert Caouette steals the ball from Walter Sterling | 35-46 |
| 18:41 | Memphis | Timothy Shackleford comes up short on the jump hook in the paint | 35-46 |
| 18:40 | Memphis | Brett Scull pulls down the offensive rebound | 35-46 |
| 18:34 | Memphis | Timothy Shackleford connects on the floater from the right block set up by Robert Pierce | 35-48 |
| 18:07 | UMass | David White's pass is intercepted by Robert Caouette | 35-48 |
| 17:45 | Memphis | Robert Caouette misses long on a shot from the baseline | 35-48 |
| 17:44 | UMass | David White grabs the board | 35-48 |
| 17:38 | UMass | David White misses badly on a jump hook from the baseline but he's hacked by Timothy Shackleford - foul #2 on Timothy Shackleford, team foul #2 | 35-48 |
| Subs | UMass | Quon Meng (PG), Edward Everhart (SG), Corey Tolbert (SF), George Yeager (PF) Raymond Young, Charles Hadfield, Rico Santiago, Walter Sterling | |
| Subs | Memphis | Manuel Athey (SG), David Brock (SF), Alan Granderson (C) Brett Scull, Robert Pierce, Timothy Shackleford | |
| 17:38 | UMass | David White misses the 1st free throw | 35-48 |
| 17:38 | UMass | David White makes the 2nd free throw | 36-48 |
| 17:26 | Memphis | Robert Caouette misses short on a turnaround near the basket but he's hacked by George Yeager - foul #2 on George Yeager, team foul #1 | 36-48 |
| Subs | UMass | Carl Chang (C) David White | |
| Subs | Memphis | | |
| 17:26 | Memphis | Robert Caouette makes the 1st free throw | 36-49 |
| 17:26 | Memphis | Robert Caouette makes the 2nd free throw | 36-50 |
| 17:06 | UMass | Quon Meng can't connect on a shot from the left wing | 36-50 |
| 17:04 | Memphis | Robert Caouette grabs the board | 36-50 |
| 16:52 | Memphis | Corey Tolbert is called for the reach on David Brock - foul #1 on Corey Tolbert, team foul #2 | 36-50 |
| Subs | UMass | | |
| Subs | Memphis | Robert Pierce (SF) Robert Caouette | |
| 16:35 | Memphis | Robert Pierce buries a 3pt shot from straight away on a nice dish by Manuel Athey | 36-53 |
| 16:16 | UMass | Manuel Athey picks off the pass by George Yeager | 36-53 |
| 16:11 | Memphis | Manuel Athey misses the lay-in | 36-53 |
| 16:09 | Memphis | Joey Hale pulls down the offensive rebound | 36-53 |
| Game Plan | UMass | UMass is playing a fastbreak offense and a man to man (-2) | |
| Game Plan | Memphis | Memphis is playing a flex offense and a halfcourt press/3-2 zone (+1) | |
| 15:49 | Memphis | David Brock can't finish the layup | 36-53 |
| 15:48 | UMass | Carl Chang grabs the board | 36-53 |
| Lineup | UMass | PG - Quon Meng (fresh) 1 ast. SG - Edward Everhart (fresh) 4 pts. SF - Corey Tolbert (fresh) 3 pts. PF - George Yeager (fresh) 2 reb. C - Carl Chang (fresh) 2 pts. 3 reb. | |
| Lineup | Memphis | PG - Joey Hale (fairly fresh) 1 pts. 3 ast. SG - Manuel Athey (fairly fresh) 2 reb. SF - Robert Pierce (fairly fresh) 11 pts. PF - David Brock (fresh) 8 pts. C - Alan Granderson (fairly fresh) 4 pts. 5 reb. | |
| 15:44 | UMass | Quon Meng's pass is intercepted by Joey Hale | 36-53 |
| 15:25 | Memphis | Robert Pierce misses badly on a jumpshot from just outside the lane | 36-53 |
| 15:23 | Memphis | Manuel Athey tips it home | 36-55 |
| Game Plan | UMass | UMass is playing a fastbreak offense (uptempo) and a man to man (-2) | |
| Game Plan | Memphis | Memphis is playing a flex offense and a halfcourt press/3-2 zone (+1) | |
| 15:12 | UMass | George Yeager loses the dribble to Manuel Athey | 36-55 |
| 14:59 | Memphis | David Brock jams it on a great pass from Manuel Athey and he's fouled by George Yeager - foul #3 on George Yeager, team foul #3 | 36-57 |
| Subs | UMass | Raymond Young (PG), William Keyser (SG), Rico Santiago (SF), Daniel Desir (PF), David White (C) Quon Meng, Edward Everhart, Corey Tolbert, George Yeager, Carl Chang | |
| Subs | Memphis | Terry Jones (PG), William Greene (SG), Robert Caouette (PF), Timothy Shackleford (C) Joey Hale, Manuel Athey, Robert Pierce, Alan Granderson | |
| 14:59 | Memphis | David Brock misses the free throw | 36-57 |
| 14:59 | Memphis | Robert Caouette grabs the offensive board | 36-57 |
| Game Plan | UMass | UMass is playing a fastbreak offense (uptempo) and a man to man (-2) | |
| Game Plan | Memphis | Memphis is playing a flex offense (slowdown) and a halfcourt press/3-2 zone (+1) | |
| 14:47 | Memphis | Timothy Shackleford can't finish the layup | 36-57 |
| 14:46 | Memphis | Robert Caouette hits the follow up shot | 36-59 |
| 14:28 | UMass | Terry Jones steals the ball from David White | 36-59 |
| 14:24 | Memphis | Terry Jones banks in the layup | 36-61 |
| 14:20 | UMass | Raymond Young is whistled for traveling in the backcourt | 36-61 |
| Subs | UMass | | |
| Subs | Memphis | Robert Pierce (SF) David Brock | |
| 14:02 | Memphis | Terry Jones clanks a 3pt jumper from the right corner | 36-61 |
| 14:01 | UMass | The rebound goes to William Keyser | 36-61 |
| 13:56 | UMass | Raymond Young knocks in the floater from the right block on a great pass from Daniel Desir and the foul's on Terry Jones - foul #4 on Terry Jones, team foul #3 | 38-61 |
| Subs | UMass | | |
| Subs | Memphis | Brett Scull (PG) Terry Jones | |
| 13:56 | UMass | Raymond Young makes the free throw | 39-61 |
| 13:37 | Memphis | Robert Caouette can't finish the layup | 39-61 |
| 13:36 | Memphis | William Greene tips it back up and in | 39-63 |
| 13:10 | UMass | Raymond Young misses long on a shot from the right side | 39-63 |
| 13:08 | Memphis | The rebound goes to Robert Caouette | 39-63 |
| 12:46 | Memphis | Brett Scull is fouled on the floor by Raymond Young - foul #2 on Raymond Young, team foul #4 | 39-63 |
| Subs | UMass | Charles Hadfield (PG), Quon Meng (SF), Walter Sterling (PF), George Yeager (C) Raymond Young, Rico Santiago, Daniel Desir, David White | |
| Subs | Memphis | Phillip Lee (C) Timothy Shackleford | |
| 12:32 | Memphis | Quon Meng steps in front of the Robert Pierce pass | 39-63 |
| 12:29 | UMass | Quon Meng jams it | 41-63 |
| 12:22 | Memphis | Robert Pierce clanks a 3 from the left corner | 41-63 |
| 12:21 | UMass | Walter Sterling grabs the defensive rebound | 41-63 |
| 12:17 | UMass | Phillip Lee swats the layup by William Keyser | 41-63 |
| 12:15 | Memphis | The rebound goes to Robert Caouette | 41-63 |
| 11:47 | Memphis | Robert Pierce misses short on a 3pt attempt from the left wing | 41-63 |
| 11:45 | UMass | William Keyser grabs the defensive rebound | 41-63 |
| Lineup | UMass | PG - Charles Hadfield (fresh) 2 pts. 1 ast. SG - William Keyser (fresh) 5 pts. 3 pf. SF - Quon Meng (fresh) 2 pts. 1 ast. PF - Walter Sterling (fresh) 2 pts. 3 reb. C - George Yeager (fresh) 2 reb. 3 pf. | |
| Lineup | Memphis | PG - Brett Scull (fairly fresh) 3 pts. 4 ast. 2 stl. SG - William Greene (fairly fresh) 8 pts. 1 ast. 3 pf. SF - Robert Pierce (tiring) 11 pts. PF - Robert Caouette (fairly fresh) 15 pts. 6 reb. 2 stl. C - Phillip Lee (fresh) | |
| 11:26 | UMass | Charles Hadfield can't connect on a shot from the left wing but he's hacked by Brett Scull - foul #2 on Brett Scull, team foul #4 | 41-63 |
| Subs | UMass | Raymond Young (PG), Carl Chang (C) William Keyser, George Yeager | |
| Subs | Memphis | Joey Hale (PG), Manuel Athey (SG), Alan Granderson (SF), David Brock (PF), Timothy Shackleford (C) Brett Scull, William Greene, Robert Pierce, Robert Caouette, Phillip Lee | |
| 11:26 | UMass | Charles Hadfield makes the 1st free throw | 42-63 |
| 11:26 | UMass | Charles Hadfield makes the 2nd free throw | 43-63 |
| 10:57 | Memphis | Joey Hale is hacked by Walter Sterling - foul #1 on Walter Sterling, team foul #5 | 43-63 |
| Subs | UMass | Rico Santiago (SF), Daniel Desir (PF), David White (C) Quon Meng, Walter Sterling, Carl Chang | |
| Subs | Memphis | | |
| 10:28 | Memphis | Timothy Shackleford lays it in and he's fouled by David White - foul #3 on David White, team foul #6 | 43-65 |
| Subs | UMass | William Keyser (SG) Charles Hadfield | |
| Subs | Memphis | | |
| 10:28 | Memphis | Timothy Shackleford makes the free throw | 43-66 |
| 10:11 | UMass | Alan Granderson is called for the reach on Rico Santiago - foul #1 on Alan Granderson, team foul #5 | 43-66 |
| Subs | UMass | | |
| Subs | Memphis | William Greene (SG) Timothy Shackleford | |
| 09:56 | UMass | William Keyser misses badly on a 3pt jumper from straight away | 43-66 |
| 09:54 | Memphis | Manuel Athey grabs the defensive rebound | 43-66 |
| 09:33 | Memphis | Raymond Young takes the ball from David Brock | 43-66 |
| 09:28 | UMass | Raymond Young banks in the layup | 45-66 |
| 09:04 | Memphis | William Greene misses long on a fadeaway from the right wing | 45-66 |
| 09:02 | UMass | William Keyser grabs the defensive rebound | 45-66 |
| 08:54 | UMass | William Keyser is fouled on the floor by Alan Granderson - foul #2 on Alan Granderson, team foul #6 | 45-66 |
| Subs | UMass | Charles Hadfield (PG), Quon Meng (SF), Walter Sterling (PF), George Yeager (C) Raymond Young, Rico Santiago, Daniel Desir, David White | |
| Subs | Memphis | Brett Scull (PG), Robert Pierce (SF), Robert Caouette (PF), Timothy Shackleford (C) Joey Hale, David Brock, Manuel Athey, Alan Granderson | |
| 08:43 | UMass | William Keyser buries a shot from the left side on a nice dish by Quon Meng | 47-66 |
| 08:24 | Memphis | Timothy Shackleford misses long on a driving attempt from the baseline | 47-66 |
| 08:22 | UMass | Charles Hadfield grabs the defensive rebound | 47-66 |
| 08:16 | UMass | Walter Sterling's pass is off the mark and out of bounds | 47-66 |
| Subs | UMass | Corey Tolbert (SF) William Keyser | |
| Subs | Memphis | | |
| 08:00 | Memphis | Robert Pierce throws it down set up by William Greene | 47-68 |
| 07:43 | UMass | Walter Sterling clanks a 3pt shot from the right corner | 47-68 |
| 07:42 | Memphis | William Greene pulls down the rebound | 47-68 |
| Lineup | UMass | PG - Charles Hadfield (fresh) 4 pts. 1 ast. SG - Quon Meng (fresh) 2 pts. 2 ast. SF - Corey Tolbert (fresh) 3 pts. PF - Walter Sterling (fresh) 2 pts. 3 reb. C - George Yeager (fresh) 2 reb. 3 pf. | |
| Lineup | Memphis | PG - Brett Scull (fresh) 3 pts. 4 ast. 2 stl. SG - William Greene (tiring) 8 pts. 2 ast. 3 pf. SF - Robert Pierce (fairly fresh) 13 pts. PF - Robert Caouette (fresh) 15 pts. 6 reb. 2 stl. C - Timothy Shackleford (fresh) 10 pts. 7 reb. | |
| 07:25 | Memphis | Robert Pierce can't connect on a fadeaway in the paint but he's fouled by George Yeager - foul #4 on George Yeager, team foul #7 | 47-68 |
| Subs | UMass | William Keyser (SG) Corey Tolbert | |
| Subs | Memphis | Terry Jones (PG), Phillip Lee (C) William Greene, Timothy Shackleford | |
| 07:25 | Memphis | Robert Pierce misses the 1st free throw | 47-68 |
| 07:25 | Memphis | Robert Pierce misses the 2nd free throw | 47-68 |
| 07:25 | UMass | Walter Sterling snags the defensive board | 47-68 |
| 07:12 | UMass | Charles Hadfield misses long on a 3pt shot from the right wing | 47-68 |
| 07:11 | UMass | Quon Meng hits the follow up shot | 49-68 |
| 06:53 | Memphis | Robert Pierce drills a 3pt shot from the right wing on a nice dish by Terry Jones | 49-71 |
| 06:41 | UMass | Charles Hadfield scores on a jumpshot from the free throw line set up by William Keyser | 51-71 |
| 06:23 | Memphis | Terry Jones makes the floater from the right wing on a great pass from Brett Scull | 51-73 |
| 06:18 | UMass | Walter Sterling is called for traveling | 51-73 |
| Subs | UMass | Raymond Young (PG), Rico Santiago (SF), Carl Chang (PF), David White (C) Charles Hadfield, Quon Meng, Walter Sterling, George Yeager | |
| Subs | Memphis | Joey Hale (SG), David Brock (SF), Manuel Athey (PF), Alan Granderson (C) Brett Scull, Robert Pierce, Robert Caouette, Phillip Lee | |
| 05:53 | Memphis | David Brock comes up short on the fadeaway from the left wing but he's fouled by Rico Santiago - foul #3 on Rico Santiago, team foul #8 | 51-73 |
| Subs | UMass | Daniel Desir (PF) Carl Chang | |
| Subs | Memphis | Timothy Shackleford (C) Alan Granderson | |
| 05:53 | Memphis | David Brock makes the 1st free throw | 51-74 |
| 05:53 | Memphis | David Brock makes the 2nd free throw | 51-75 |
| 05:39 | UMass | William Keyser can't connect on a 3 from the left corner | 51-75 |
| 05:38 | Memphis | Timothy Shackleford grabs the defensive rebound | 51-75 |
| 05:20 | Memphis | Timothy Shackleford misses the jump hook near the basket | 51-75 |
| 05:18 | UMass | Rico Santiago gets the rebound | 51-75 |
| 05:13 | UMass | William Keyser drills a jump hook from the right block and he's hacked by Joey Hale - foul #1 on Joey Hale, team foul #7 | 53-75 |
| Subs | UMass | | |
| Subs | Memphis | Alan Granderson (SF) Manuel Athey | |
| 05:13 | UMass | William Keyser makes the free throw | 54-75 |
| 04:46 | Memphis | Terry Jones misses badly on a 3 from straight away | 54-75 |
| 04:45 | UMass | Daniel Desir pulls down the rebound | 54-75 |
| 04:27 | UMass | Raymond Young hits the front of the rim on the floater from just outside the lane | 54-75 |
| 04:25 | UMass | David White tips it back up and in | 56-75 |
| 04:09 | Memphis | Terry Jones clanks a fadeaway from the free throw line | 56-75 |
| 04:07 | Memphis | Timothy Shackleford tips it home | 56-77 |
| 03:47 | UMass | Rico Santiago drills a 3 from the left wing set up by Raymond Young | 59-77 |
| Game Plan | UMass | UMass is playing a fastbreak offense (uptempo) and a man to man (-1) | |
| Game Plan | Memphis | Memphis is playing a flex offense (slowdown) and a halfcourt press/3-2 zone (+1) | |
| 03:25 | Memphis | Terry Jones hits a jumper from the right side set up by David Brock and he's fouled by Rico Santiago - foul #4 on Rico Santiago, team foul #9 | 59-79 |
| Subs | UMass | Charles Hadfield (PG), Quon Meng (SG), Corey Tolbert (SF), Walter Sterling (PF), George Yeager (C) Raymond Young, William Keyser, Rico Santiago, Daniel Desir, David White | |
| Subs | Memphis | Brett Scull (SG), Manuel Athey (PF), Phillip Lee (C) Joey Hale, Alan Granderson, Timothy Shackleford | |
| 03:25 | Memphis | Terry Jones makes the free throw | 59-80 |
| Lineup | UMass | PG - Charles Hadfield (fresh) 6 pts. 1 ast. SG - Quon Meng (fresh) 4 pts. 2 ast. SF - Corey Tolbert (fresh) 3 pts. PF - Walter Sterling (fresh) 2 pts. 4 reb. C - George Yeager (fresh) 2 reb. 4 pf. | |
| Lineup | Memphis | PG - Terry Jones (fairly fresh) 7 pts. 4 ast. 4 pf. SG - Brett Scull (fresh) 3 pts. 5 ast. 2 stl. SF - David Brock (fairly fresh) 12 pts. PF - Manuel Athey (fresh) 2 pts. 4 reb. 2 stl. C - Phillip Lee (fresh) | |
| 03:00 | UMass | Manuel Athey takes the ball from Walter Sterling | 59-80 |
| Game Plan | UMass | UMass is playing a fastbreak offense (uptempo) and a man to man (-1) | |
| Game Plan | Memphis | Memphis is playing a flex offense and a halfcourt press/3-2 zone (+1) | |
| 02:34 | Memphis | Terry Jones clanks a shot in the paint | 59-80 |
| 02:33 | UMass | George Yeager gets the rebound | 59-80 |
| 02:26 | UMass | George Yeager can't connect on a shot from the right side | 59-80 |
| 02:25 | Memphis | Phillip Lee grabs the board | 59-80 |
| 02:21 | Memphis | Terry Jones knocks in the 3pt attempt from the left corner | 59-83 |
| 02:07 | UMass | Quon Meng can't connect on a fadeaway from the left wing | 59-83 |
| 02:06 | Memphis | Terry Jones pulls down the rebound | 59-83 |
| 02:01 | Memphis | Terry Jones hits a 3 pointer from the right corner on a nice dish by Manuel Athey | 59-86 |
| Game Plan | UMass | UMass is playing a fastbreak offense (uptempo) and a man to man (-1) | |
| Game Plan | Memphis | Memphis is playing a flex offense and a 3-2 zone (+3) | |
| 01:55 | UMass | Walter Sterling misses the jumper from just outside the lane but he's hacked by Terry Jones - foul #5 on Terry Jones, team foul #8 | 59-86 |
| Subs | UMass | | |
| Subs | Memphis | Joey Hale (PG), Alan Granderson (C) Terry Jones, Phillip Lee | |
| 01:55 | UMass | Walter Sterling makes the 1st free throw | 60-86 |
| 01:55 | UMass | Walter Sterling misses the 2nd free throw | 60-86 |
| 01:55 | Memphis | Alan Granderson gets the rebound | 60-86 |
| 01:31 | Memphis | David Brock misses the lay-in | 60-86 |
| 01:29 | UMass | The rebound goes to George Yeager | 60-86 |
| 01:25 | UMass | Charles Hadfield connects on the 3pt jumper from the left corner on a nice dish by Quon Meng | 63-86 |
| 01:08 | Memphis | David Brock drills a driving attempt from the baseline | 63-88 |
| 01:04 | UMass | Manuel Athey is called for the reach on Corey Tolbert - foul #3 on Manuel Athey, team foul #9 | 63-88 |
| 01:04 | UMass | Corey Tolbert misses the 1st free throw | 63-88 |
| 01:04 | UMass | Corey Tolbert pulls down the offensive rebound | 63-88 |
| 00:53 | UMass | Quon Meng hits the front of the rim on the shot from the left side but the foul's on David Brock - foul #1 on David Brock, team foul #10 | 63-88 |
| 00:53 | UMass | Quon Meng makes the 1st free throw | 64-88 |
| 00:53 | UMass | Quon Meng makes the 2nd free throw | 65-88 |
| Game Plan | UMass | UMass is playing a fastbreak offense (uptempo) and a man to man (-1) | |
| Game Plan | Memphis | Memphis is playing a spread offense (hold ball) and a 3-2 zone (+3) | |
| 00:30 | Memphis | David Brock knocks in the fadeaway in the lane and he's fouled by Walter Sterling - foul #2 on Walter Sterling, team foul #10 | 65-90 |
| 00:30 | Memphis | David Brock makes the free throw | 65-91 |
| Game Plan | UMass | UMass is playing a quick shot offense (quick shot) and a man to man (-1) | |
| Game Plan | Memphis | Memphis is playing a spread offense (hold ball) and a 3-2 zone (+3) | |
| 00:25 | UMass | Charles Hadfield throws a bad pass out of bounds | 65-91 |
| 00:00 | Memphis | Joey Hale runs out the clock | 65-91 |