Fayetteville, AR (Sports Network) - Andre' Woodson completed 21-of-39 passes for 265 yards and a pair of touchdowns, and also rushed for the go-ahead score, as 21st-ranked Kentucky validated its first national ranking since 1984 with a 42-29 road victory over Arkansas.

Woodson bulled his way in from a yard out to give the Wildcats a 35-29 lead with just over four minutes remaining in the game. The senior also set an NCAA record in the second quarter with his 272nd consecutive pass attempt without an interception, breaking the record previously owned by Fresno State's Trent Dilfer.

Steve Johnson had seven catches for 111 yards and two of Keenan Burton's three receptions went for touchdowns. True freshman Derrick Locke rushed nine times for 48 yards and a touchdown after being thrust into action after two other UK backs went down with injuries. Tony Dixon also rushed nine times for 78 yards, and Rafael Little scored an early touchdown.

Kentucky (4-0, 1-0 SEC) has now won nine of its last 10 contests, dating back to last season.

"Our team managed to win on the road against a good team and at a tough place to play," said Kentucky head coach Rich Brooks. "We beat the defending west champions on the road. It is a significant win."

The Arkansas backfield duo of Darren McFadden and Felix Jones once again combined for over 200 yards rushing, but quarterback Casey Dick was just 13- of-28 for 159 yards, and was intercepted twice.

McFadden finished with 173 yards on 29 carries and one spectacular touchdown, and Jones carried 12 times for 133 yards, and also took a kickoff back for a score. The Razorbacks receiving corps - minus Marcus Monk, who is still recovering from a second arthroscopic procedure on his knee - was virtually nonexistent, however, with only one player reeling in more than one pass.

The Razorbacks (1-2, 0-2) have now lost five or their last six contests, including a three-game losing streak at the conclusion of last season.

"When you've got them by the throat there in the second quarter, youve got to finish," said Arkansas head coach Houston Nutt. "You can't turn the ball over. You can't drop third-down passes. (Third down) is where we really miss Marcus Monk. We gave them a gift at the end of the half, and you just can't do that."

Trailing 29-21 with 11:40 to play, Woodson and the Wildcats mounted an 11- play, 80-yard drive. It culminated in a two-yard touchdown run by Locke and was aided by a roughing-the-kicker penalty on Arkansas' Ryan Powers after a missed field goal. But Woodson was stuffed on the two-point conversion attempt, and the Hogs retained a 29-27 lead with just under eight minutes remaining.

The Wildcats defense held, and UK got the ball back with 5:37 remaining at its own 32. A heavy dose of Locke on the ground - with both Little and Alfonso Smith out of the game - set up Woodson's 32-yard touchdown pass on a fade route to Burton. Woodson then hit Burton again in the back of the end zone for a the two-point conversion for a 35-29 lead with 4:02 remaining.

Facing a third down at his own 20 with just over two minutes remaining, Dick was stripped in the pocket and had to fall on the ball, forcing a fourth- and-11. One incompletion later, Kentucky regained possession at the Arkansas 20-yard line. Five plays later, Woodson plunged in from a yard out to ice it.

"We stumped our toes again in the fourth quarter," McFadden said of the Razorbacks' second blown lead in two weeks. "We thought we had it won, but were unable to seal the deal. Again, we just need to put this behind us and keep on keeping on."

Arkansas chewed up over five minutes of clock on its opening drive on the way to an Alex Tejada 40-yard field goal for an early 3-0 lead.

Woodson was then stripped on just the third play from scrimmage by Malcolm Sheppard, and Antwain Robinson took it 11 yards for the score and a quick 10-0 Razorbacks advantage.

Kentucky responded on its next possession with a five-play, 72-yard drive, needing just under two minutes to find the end zone. Woodson hooked up with Johnson for 44 yards to move the Wildcats to the Arkansas 14-yard line, and one play later Little scampered in to make it a 10-7 game.

Paul Warford picked off a Dick pass with 45 seconds remaining in the quarter to stall an Arkansas drive at the Kentucky 31.

One play after a Kentucky punt, Jones ripped off a 73-yard run over the left side, all the way to the Wildcats six-yard line. McFadden took a pair of direct snaps and then a handoff, but was stuffed three straight times inside the five, and the Hogs were forced to settle for a Tejada field goal to make it 13-7.

After the two teams traded punts, McFadden broke things open for a 20-7 Arkansas lead when he took a direct snap, went off the right tackle and got to the outside, then simply ran past the Kentucky secondary for a 56-yard score.

But the Wildcats got the big play they needed when Trevard Lindley recovered a Michael Smith fumble and took it 66 yards for a touchdown with just 26 seconds remaining in the first half.

Kentucky came out of the locker room after halftime and immediately mounted an 11-play, 65-yard drive that culminated in Woodson's five-yard touchdown pass to Burton for a 21-20 advantage.

Early in the fourth, Dixon broke free on a 25-yard run, but had the ball stripped at the Arkansas 22, and the Hogs had a key turnover. The offense stalled just over midfield, but Jeremy Davis' punt pinned the Wildcats inside their own five.

One play later, Arkansas took a 22-21 lead when a broken play resulted in Woodson being sacked in the end zone by Fred Bledsoe for a safety. Jones then took the ensuing kick 82 yards for a score, racing down the left sideline to give the Razorbacks a 29-21 lead.