In Lou Holtz's first season as head coach, Notre Dame had limped through the season and could claim a 4-6 record heading into the final game at seventeenth ranked Southern Cal. After a 48-yard field goal, USC jumped out to a quick 3-0 lead. Notre Dame responded immediately with a touchdown but after a missed extra point, the Irish had their first lead of the day 6-3. On Notre Dame's next possession, Southern Cal turned on the defense and returned an interception for a touchdown to retake the lead 10-6. Another Trojan touchdown made it 17-6. Both teams exchanged field goals (ND-33yd / USC-60yd) and going into halftime Notre Dame trailed 20-9.

The start of the third quarter was no kinder to Notre Dame. After another pair of field goals and another USC touchdown, Notre Dame was behind now by 30-12. Things began to turn around as Southern Cal kicked off and Tim Brown returned the kick 67 yards. Quarterback Steve Beuerlein had a short field to work with and found Braxston Banks on a 22-yard touchdown pass. The two point conversion was successful but after yet another touchdown by Southern Cal early in the fourth quarter Notre Dame found itself down 37-20. The gap continued to widen. Notre Dame wouldn't quit and after a 43-yard touchdown pass to Milt Jackson the score was 37-27. Tim Brown again fueled the next Irish drive catching a 49-yard pass that set up another touchdown pass to Banks.

Down by four points, Lou Holtz sent the offense back out for a two point conversion. Before overtime existed, there was more to risk by going for the win outright instead of settling for a tie. Holtz made it clear he wanted to win as a successful conversion would require only a field goal to win. The conversion was successful and now Notre Dame trailed by two, 37-35. The Irish defense held and forced a punt. Once again Tim Brown provided the spark the team needed by returning the punt 56 yards. With 0:02 left on the clock, John Carney trotted out for what would be his third field goal of the day. As time expired, Carney successfully made the 19-yard attempt and Notre Dame won 38-37.

              1  2  3  4     
Notre Dame    6  3 11 18 - 38
Southern Cal 10 10 10  7 - 37

Notre Dame would finish the season 5-6. Tim Brown again put his name out there accounting for 252 yards of total offense. Also of note during the game, Skip Holtz (son of coach Lou Holtz and current coach at South Florida) would get called for a roughing the punter call which kept the Trojan drive alive. Lou would later jokingly remark about his feelings towards "his wife's son."