LAS VEGAS -- This time, it was unanimous for Lennox Lewis -- and undisputed.

	In their second fight, Lewis was most effective throwing uppercuts and jabs at Holyfield.

Even Evander Holyfield didn't dispute it when all three judges voted for Lewis and made him the undisputed heavyweight champion after 12 rounds Saturday night at the Thomas & Mack Center.

"When it falls into the judges' hands, you have to live with the decision," said Holyfield, who lost the IBF and WBA titles to Lewis, the WBC champion.

While Lewis earned all three titles, he was only presented with the WBA belt to go with the WBC belt. The IBF refused to present its belt to him in a dispute over a $300,000 sanctioning fee, which was apparently accepted before the fight. Lewis received the belt a few days later.

In their first fight March 13 at Madison Square Garden, many people thought the decision fell through the judges' hands. While many observers felt Lewis clearly won, the official decision was a draw.

"With all this on the line coming in, I knew I had to unify the belts," Lewis said. "Right now, I'm going to chill out and relish the moment."

In March, Lewis landed 348 punches to 134 for Holyfield, according to CompuBox. Lewis had an edge again Saturday night, but only 195-137.

Holyfield threatened to take control of the fight in the seventh round but Lewis wouldn't let him, using left jabs and right uppercuts.

"I hit him good a couple of times," said Holyfield, who will be 37 next Friday. "He was able to come back after I hit him with a couple of shots. The big thing in life is you give your all."

Holyfield always has, but once again, the 6-foot-5 Lewis was just too big for him.

In the first fight, Holyfield complained that his performance was affected by leg cramps. There were no excuses this time.

The scoring by the judges was Chuck Giampa 116-112, Bill Graham 117-111 and Jerry Roth 115-113.

The first six rounds were routine and drew some boos. The 6-5, 242-pound Lewis appeared to have a slight edge on the strength of his left jab and some right uppercuts.

Lewis opened the seventh round with several good shots to the head. Then the 6-2½, 217-pound Holyfield brought the crowd to its feet by staggering Lewis with a left hook to the head with little more than a minute gone. Lewis reeled back and Holyfield pounced to the attack, and hurt him again with a right to the head with about a minute left. Holyfield followed with a hook and a left-right to the head. Then they went toe-to-toe the last 30 seconds.

Lewis was ahead after seven rounds on each of the official cards.

Lewis reestablished control in the eighth round, landing a good counter and several hard body shots.

He won the last five rounds on one card, four of five on another and three of five on the third.

Neither man was ever close to going down, but Lewis was cut over the right eye by a head butt in the fifth round.

"I was jabbing (in the early rounds) because he was coming in with his head," Lewis said.

Referee Mitch Halpern warned Holyfield on at least three occasions about using his head.

Lewis became the first heavyweight to hold all three titles since Riddick Bowe took them from Holyfield on a 12-round decision in Las Vegas on Nov. 13, 1992. Holyfield had won the undisputed title by knocking out James "Buster" Douglas in the third round on Oct. 25, 1990.

Before the fight, Lewis had predicted it would be Holyfield's last hurrah.

It remains to be seen whether Holyfield, one of boxing's true warriors, will quit after his fourth defeat against 36 victories and a draw. He has scored 25 knockouts.

Lewis is 35-1-1 with 27 knockouts.

The purse for each fighter was $15 million for their pay-per-view rematch.