Austin MacGinnis kicked a 51-yard field goal as time expired to give Kentucky a wild 40-38 victory over visiting Mississippi State on Saturday at Commonwealth Stadium in Lexington, Ky.

Stephen Johnson threw for 292 yards and two touchdowns for Kentucky (4-3). Benjamin Snell Jr. rushed for 128 yards on 19 carries. Stanley Boom Williams rushed for 99 yards on 14 carries.

Nick Fitzgerald completed just 13 of 21 passes for 81 yards, but he rushed for 107 yards and two touchdowns for Mississippi State (2-5). Malik Dear ran for 77 yards on five carries.

Kentucky took the first lead of the game on a 46-yard field goal by MacGinnis in the second quarter. Mississippi State then scored on a 45-yard run by Dear and a 3-yard run by Fitzgerald. MacGinnis kicked a 32-yard field goal with 20 seconds remaining in the opening half to cut Mississippi State's lead to 14-6.

Both offenses came alive in the third quarter. The Wildcats cut the deficit to two when Johnson threw a 44-yard touchdown pass to Jeff Badet. The Bulldogs went up 17-12 when Westin Graves kicked a 36-yard field goal.

The Wildcats went up 20-17 on a 34-yard run by Snell. The Bulldogs reclaimed the lead on a 38-yard run by Fitzgerald, but Kentucky led 27-24 entering the fourth quarter after Johnson threw a 40-yard touchdown pass to Badet.

The Wildcats extended their lead to 34-24 when Marcus McWilson scored on a 45-yard interception return in the fourth. They were threatening to score again, but Mississippi State's Mark McLaurin scooped up a loose ball and scored on an 81-yard fumble return.

MacGinnis put Kentucky up 37-31 with a 32-yard field goal. Mississippi State went up 38-37 on Fitzgerald's 7-yard touchdown pass to Fred Ross with 1:09 remaining, but Kentucky prevailed on MacGinnis' fourth field goal of the night.