TENNESSEE AT UCLA.

Kickoff: 12:30 p.m. at the Rose Bowl.

Radio/TV: Channel 7 with Brent Musburger and Dan Fouts; XTRA-AM (1150).

Series: Tennessee leads 6-4-2. Vols have won three of the last four, including a 35-20 victory in Knoxville last year. UCLA won the last matchup in Los Angeles, 25-23 in 1994. Vols are 1-3 overall at the Rose Bowl, 1-1 against UCLA.

Injury update: For UCLA (0-1), free safety Shaun Williams (sprained ankle), defensive end Darren Cline (ankle) and reserve offensive guard Oscar Cabrera (knee) are out. For Tennessee, starting linebacker Raynoch Thompson (bruised kidneys) is probable.

UCLA update: If tailback Skip Hicks doesn't run well, the Bruins don't have a chance. Other players to watch: Punter/kicker Chris Sailer. Field position will be critical in keeping the Vols at bay. . . . Cornerbacks Javelin Guidry, Aaron Roques and Damian Allen. They'll be under the Peyton Manning microscope for three hours. It can be an intense experience.

Tennessee update: The Vols (1-0, ranked No. 3) have seven starters returning from an offense that averaged 35 points last year. Manning is the headliner and Heisman Trophy favorite, but the receivers are also top-notch. All-SEC linebacker/end Leonard Little leads seven returning defensive starters. Other players to watch: Offensive tackles Robert Poole and Chad Clifton, who must keep the Bruins blitzers off Manning. . . . Cornerback Terry Fair, who creates chaos in the secondary and on special teams with his punt returns.