LAS VEGAS (AP) - Quarterback Caleb Herring had a 5-yard touchdown run with 1:20 remaining to lift UNLV to a 38-35 victory over Colorado State on Saturday.

In a game with eight lead changes, Phillip Payne had two TD catches for the Rebels (2-5, 1-1 Mountain West) to break the school's career record. The senior has 25 scoring receptions.

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Pete Thomas was 17 of 30 for 230 yards and a touchdown for the Rams (3-5, 1-2), but a late scoring chance was denied when his deflected pass was intercepted by Tani Maka at the UNLV 28-yard line with 35 seconds remaining.

Chris Nwoke led Colorado State with 156 yards rushing on 23 carries. His touchdown from 4 yards out, set up by a long return of a blocked field goal, gave the Rams a 35-31 lead with 4:13 remaining.

Dionza Bradford had 122 yards and a touchdown on 21 carries for UNLV.

Payne's second TD and Bradford's 1-yard scoring run gave the Rebels a 31-20 lead.

Colorado State cut it 31-28 with Thomas' 12-yard touchdown run and a two-point conversion run by Nwoke.

UNLV's next drive ended when Shaq Bell blocked Nolan Kohorst's 34-yard field-goal attempt, and Austin Gray ran it back 61 yards to set up Nwoke's scoring run.

Playing their first afternoon home game in five years, the Rebels led 17-13 at halftime. Herring hit Payne in the end zone with 14 seconds left in the first half, a score set up by a fumble recovery on a punt at the Rams' 11-yard line.

Payne's second score broke the school record held by Henry Bailey (1990-94).

Colorado State took a 7-3 on Shaqui Barrett's 52-yard interception return of a Sean Reilly pass for a touchdown with 5:14 left in the quarter.

On the ensuing kickoff, Deante' Purvis ran it back 98 yards for a TD.

Reilly, who was 2 of 3 for 27 yards, was relieved by Herring with 2:55 remaining in the first quarter. Herring finished 9 of 13 for 90 yards.