The win was the first ever for the Hogs in Oxford and improved Arkansas' record to 5-3 overall and 3-3 in the Southeastern Conference.
Fred Talley (114), Matt Jones (110) and Cedric Cobbs (100) each went over the century mark in rushing and combined for five of Arkansas' eight touchdowns on the night.
After each time netted a field goal and a touchdown in the second half, regulation play ended with the score tied 17-17. Arkansas received the ball to open the first overtime period and Cedric Cobbs scored from 16 yards out to ignite the overtime thriller.
Arkansas got scores from Jones on a 25-yard run, an eight yard run, and a 24-yard pass to George Wilson in the next three overtime stanzas. The Hogs' final two overtime touchdowns each came from fullback Mark Pierce to lift the Razorbacks to victory.
Arkansas connected on two-of-five two-point conversions in overtime, while the Rebels were one-of-five. NCAA rules state that after the second OT period, teams must go for two points instead of kicking an extra point.
The teams also set NCAA Division I records for number of plays (198) and points scored in overtime (80).
"The historical significance of the game hasn't sunk in yet," Arkansas head coach Houston Nutt said. "Neither team deserved to lose. This is one we'll never forget."
Arkansas finished with 531 yards of offense, 370 rushing and 161 passing, while Ole Miss netted 457 yards of offense, 312 passing and 166 rushing.
In the first half, neither team could muster much offense as the scored was tied at 7-7.
The Rebels jumped on the board first on their first possession of the game. Joe Gunn dove in from one yard out with just under eight minutes left in the first quarter to put the Rebels up 7-0.
The score remained 7-0 until late in the first half. Arkansas took over on its 20 yard line and marched 80 yards in 13 plays and ran 4:05 off the clock. Cedric Cobbs went in from two-yards out to tie the game at 7-7 with just 20 seconds left in the half.
Ole Miss opened the second half by marching to the Razorback two yard line. The Rebels connected on a 56-yard throw and catch from quarterback Eli Manning to tight end Doug Zeigler to move into Arkansas territory.
But the Razorback defense held and Ole Miss missed a 20-yard field goal attempt to turn the ball over to the Hogs.
After an exchange of punts, the Razorbacks took over at the Ole Miss 47 yard line. The Hogs moved 14 yards on six plays and capped the drive with a 45-yard field goal for a 10-7 lead.
Ole Miss returned the ensuing kickoff 53 yards to the Arkansas 40 yard line. Manning moved Ole Miss to the Arkansas six yard line with a pair of completions. Again the Razorbacks defense kept the Rebels out of the end zone as the Rebels connected on a 32-yard field goal to tie the game at 10-10.
Each team found the end zone in the final quarter of regulation. Arkansas took the lead 17-10 with 10:18 left in the game on a two-yard run by Mark Pierce. Ole Miss tied the game with 4:50 left in regulation on a three-yard scoring strike from Eli Manning to Jamie Armstrong to set up the dramatic overtime finish.
Arkansas is now 3-0 all-time in overtime games with each of the first two victories coming over Mississippi State in Starkville in 1996 and 2000.
The Razorbacks take a break from SEC action next Saturday when they host the Central Florida Golden Knights at Donald W. Reynolds Razorback Stadium at 1 p.m.