KNOXVILLE, Tenn. -- Tennessee doesn't begin its Southeastern Conference schedule until later this month. Marshall gave the No. 12 Volunteers an early preview.

Casey Clausen threw three touchdowns passes and James Wilhoit kicked two field goals in the fourth quarter as Tennessee (2-0) struggled to beat the Thundering Herd 34-24 Saturday.

''They definitely have speed at receiver. Their defense is fast too. That's what we play every week in the SEC,'' Tennessee receiver Troy Fleming said.

Marshall (1-1) led early before Tennessee scored two touchdowns to go ahead for good after halftime, but the Herd would not let up even with its starting quarterback injured.

Stan Hill threw three touchdown passes before leaving the game at the beginning of the fourth quarter with a sprained left knee. He was replaced by Graham Gochneaur, who redshirted last year as a junior college transfer.

Marshall cut the lead down to four twice in the second half.

''In the first quarter, second quarter, we knew it was going to go until the fourth,'' Tennessee offensive tackle Michael Munoz said.

Trailing 21-10 in the third quarter, the Herd drove 80 yards to score on Hill's 13-yard TD pass to Darius Watts. Tennessee was penalized four times for 49 yards on the drive.

But the Vols responded with another touchdown on their ensuing possession when Fleming caught a 3-yard pass from Clausen to go ahead 28-17 late in the third quarter.

Marshall then cut it to 28-24, scoring another touchdown on Hill's 65-yard pass to Josh Davis on the next series.

Tennessee tried to extend its lead and went for a long touchdown pass attempt to start the fourth quarter. Jayson Swain appeared to haul in a 40-yard pass from Clausen in the end zone, but the officials ruled it incomplete as the crowd of 106,520 booed.

The Vols did not score on the drive after Wilhoit missed a 47-yard field-goal attempt.

After Hill left the game on the next series, Tennessee settled for Wilhoit's field goals of 42 and 35 yards to finally put away the Herd.

''Our thought was that they'd make one play and we'd make two. We didn't think we couldn't win,'' Marshall coach Bob Pruett said. ''We had a chance in the fourth quarter at 28-24. I thought we would win.''

The Vols believed Marshall would be a tougher opponent than their first, Fresno State. They were right.

Now Tennessee has two weeks to prepare for a trip to Florida on Sept. 20.

''I think it's really good for us to have played a tough game like this,'' Tennessee coach Phillip Fulmer said.

The game pitted the top two active coaches in terms of winning percentage in Division I and nearly gave Marshall its second win ever over a SEC team. Instead, the Herd dropped to 1-12 all-time, with its sole SEC win in 1998 over South Carolina.

Pruett has the best winning percentage among active coaches in Division I who have at least five years' experience. Pruett is 81-14 (.852) since 1997, when the Herd moved up to Division I-A, while Tennessee coach Phillip Fulmer is second at 105-25 (.807).

Clausen started slow but finished 21-of-33 for 235 yards and one interception. Cedric Houston had 26 carries for 160 yards, one yard less than he had in Tennessee's 24-6 win over Fresno State last week.

Hill went 16-of-24 for 242 yards, and Gochneaur was 7-of-10 for 52 yards as Marshall, a normally high-scoring pass-oriented team, was held to 294 yards passing.

Watts had nine catches for 109 yards while Davis had six for 123.

Marshall went ahead 10-7 after Ben Lewis kicked a 34-yard field goal before halftime. The Herd had a chance to score again after Charles Tynes intercepted Clausen's pass and returned it 19 yards to the Marshall 49.

But Tennessee's defense finally got consistent pressure on Hill and sacked him twice on consecutive plays for a total loss of 21 yards.

Tennessee's Rashad Baker returned the punt 34 yards down the sideline and Marshall was called for a 15-yard, late hit penalty, giving the Vols the ball at the Marshall 27. Clausen then threw a 27-yard TD pass to Tony Brown in the left corner of the end zone for a 14-10 lead.