Evander Holyfield tatooed an age-old boxing story on the face and body of Larry Holmes Friday night.

All boxers eventually fall prey to Father Time, and Holmes, a 42-year-old grandfather, did just that in the desert heat.Holyfield remained unbeaten and retained the undisputed heavyweight title with a unanimous decision.

"I've got to go in there and fight a smart fight and not make any mistakes," the 29-year-old Holyfield said.

He did just that.

Holyfield's speed was just too much for Holmes, whose legs looked leaden in the latter stages of the fight, although he staged a small rally in the 11th.

"His biggest strength is he really wants to win so bad," Holyfield said of Holmes.

While the will to win was there, Holmes' legs and arms were not, and he used the ropes often.

The rapier left jab that made him the dominant heavyweight from 1978 to 1985 was just a shadow.

"I knew it wasn't going to be an easy fight," Holyfield said. "He proved he's a classy fighter and he has a tough defense.

"I wasn't looking to take him out with one shot. It's hard to knock out a defensive fighter."

Holyfield boxed Holmes, landing well to the body, and often outjabbed Holmes. He also landed solidly with left hooks and combinations to the head.

Judge Glen Hamada favored Holyfield 117-111. Judges Carol Castellano and Chuck Giampa each favored the champion 116-112.

The AP scored it 118-110.

Holmes said the pressure of fighting an old man would weigh on Holyfield. Maybe it did, but Holmes couldn't put any pressure on the younger champion.

In fact, George Foreman, then 42, gave Holyfield more problems in a 12-rounder last April 19, simply because Foreman hits harder.

Promoter Bob Arum had said if Holmes won, he would match him against Foreman in November. Both old champions now appear headed for rocking chairs instead of a championship meeting.

"I'm going to go fishing," Holmes said after the loss, the first after six victories in his latest comeback. "He's a great fighter.

He's a hell of a lot stronger than I thought."

Overall, Holmes is 54-4.

Holmes had a good round in the second, landing a couple of hard rights and a pretty combination of a right to the body and a right to the head.

Then Holyfield took charge as Holmes' aging reflexes wouldn't allow him to match the champion punch for punch.

Near the end of the sixth round, Holyfield was cut over the right eye, apparently by Holmes' elbow. During the rest period, cornerman Lou Duva complained to referee Mills Lane. But the cut didn't bother Holyfield the rest of the way.

Holyfield was the better fighter. His body punching was far superior and his jabs were better. Holmes tried to lure Holyfield into traps as he did in Ray Mercer over 12 rounds last Feb. 7.

After the fight, Holmes went to the ropes and exchanged pleasantries with reporters and fans.

The crowd had been his all night.

After entering the ring, Holmes had gone to the ropes and found his wife and family seated behind the press rows.

"What're you doing back there? You belong up here," he shouted.

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When Michael Buffer, the ring announcer, introduced Holmes and said he'd made 15 title defense, Holmes went over to him and said: "20."

The ex-champion had said he was going to have fun, and fun he had. He left the ring with a smile on his face, content in the fact he had gotten another title shot and had done his best.

Holyfield weighed 210, 23 pounds less than Holmes, and earned $16 million for his third defense of the heavyweight title. His record is 28-0 with 22 knockouts.

Holmes will go home to Easton, Pa., $7 million richer.

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