For Arkansas State, the game represented the Indians' first bowl game since the 1970 Pecan Bowl. The team had won the Sun Belt Conference with a 6-5 record. Meanwhile, the Southern Miss Golden Eagles (representing Conference USA) also came in with a 6-5 record.
Darren McCaleb got Southern Miss on the board first with a 31-yard field goal to give USM an early 3-0 lead. Arkansas State's Eric Neihouse answered with a 44-yard field goal to tie the game at 3-3. With 2:05 left in the first quarter, running back Cole Mason scored on a 5-yard touchdown run to give Southern Miss a 10-3 lead. Nick Noce answered with a 4-yard touchdown run to tie the game at 10 at halftime.
Cody Hull scored on a 1-yard touchdown run in the 3rd quarter, to give Southern Miss a 17-10 lead. Quarterback Nick Noce found wide receiver Manuel Burton in the end zone for a touchdown to tie the game at 17-17. USM quarterback Dustin Almond connected with wide receiver Shawn Nelson for a 29-yard touchdown pass and a 24-17 lead. Arkansas State scored on a safety to get within 24-19. Dustin Almond threw a second touchdown pass to Shawn Nelson to make the final margin 31-19.