The 15^th ranked, 6-2-1 Southern Cal Trojans met the 5-5 UCLA Bruins of coach Terry Donahue in the Victory Bell game.  Southern Cal's coach Larry Smith had won The Belt four times, once with Arizona & three times with the Trojans.  Amazingly, Smith had never coached a successful defense of The Belt.  UCLA's QB John Barnes threw for 385 yards with 3 touchdowns & WR J.J. Stokes set a school record with 263 yards receiving but it took a defensive stand on a 2-point conversion attempt with less than a minute to play for the Bruins to claim a 38-37 win.  Southern Cal drove to the UCLA 19-yard line on their opening drive before taking a 3-0 lead when PK Cole Ford hit a 36-yard field goal.  The Bruins responded with a 13-play, 80-yard drive as RB Kevin Williams scored on an 18-yard touchdown run.  On the ensuing kick-off, UCLA used a short, pop-up kick that two Trojans let drop between them & UCLA's S Donovan Gallatin recovered the ball at the Southern Cal 33-yard line.  The Bruins were unable to move against the Trojans' defense & settled for a 47-yard field goal from PK Louis Perez giving the Bruins a 10-3 lead.  Southern Cal tied the game on a trick play when QB Rob Johnson caught a pass from All-Pac 10 WR Curtis Conway for a 36-yard touchdown.  All this before the 2^nd quarter had even started.  The Bruins got the lead back when Barnes hit Stokes who made a leaping catch & when the Trojans' defenders both went for the interception, Stokes was untouched the last 36 yards for a 57-yard touchdown pass.  The Trojans tied the game again when Johnson scored on a 1-yard touchdown run capping a 9-play, 67-yard drive.  The highlights of the drive was a 32-yard run around right end by RB Estrus Crayton & a 14-yard scramble by Johnson to the UCLA 1-yard line.  Southern Cal seemed to take control of the game midway through the 3^rd quarter when S Zuri Hector blocked a UCLA punt & Trojans' LB Bruce Luzzi recovered the ball for a touchdown.  The Trojans pushed the lead to 14 points when Crayton scored untouched through the middle of the line on a 32-yard touchdown run for a 31-17 advantage.  Early in the 4^th quarter, Barnes hit Stokes on a 29-yard touchdown pass to get the Bruins back in the game.  UCLA's next drive went 80 yards in 5 plays with the highlight a short crossing pattern from Barnes to Stokes that the receiver turned into a 59-yard gain to the Southern Cal 7-yard line.  Williams carried the final yard for his second touchdown to tie the game at 31-31.  With 4:41 to play, the Bruins were 96 yards away from the go-ahead score after a Trojans' punt pinned them back.  Two runs by Williams had UCLA faced with a 3 & 6 from their own 10-yard line before Barnes & Stokes hooked up again.  Barnes found Stokes had got behind his single coverage & the quarterback lofted a perfect strike to the wide receiver.  Stokes raced past the safety for a 90-yard touchdown reception giving the Bruins a 38-31 lead with 3:08 to play.  Johnson had to complete two 4^th down passes, including a 39-yard pass to WR Johnnie Morton to the UCLA 13-yard line, to keep the Trojans' drive alive.  Johnson finished the 11-play, 69-yard drive with at 1-yard touchdown run at 0:41 to play & Southern Cal decided to try for the win.  Johnson’s 2-point conversion pass attempt to TE Yonnie Jackson was knocked down by Bruins' LB Nkosi Littleton. UCLA's WR Mike Nguyen recovered the on-side kick to preserve the Bruins' upset.  The win marked the 8^th time UCLA had held The Belt & first since 1990.  Williams finished with 99 yards rushing with his 2 touchdowns for the Bruins.  For Southern Cal, Johnson threw for 166 yards, rushed for 2 touchdowns, & caught another while Crayton added 140 yards rushing to his score.  The win by the Bruins meant that for the 2^nd straight year & 3^rd time ever, The Belt would not be defended in a Bowl game.  The Trojans finished 6-5-1 in Smith’s final season while the Bruins finished 6-5.  Southern Cal would play for The Belt again in 2004.