SAN FRANCISCO (AP) – Coach Mike Nolan promised a new look and a better attitude in San Francisco. His 49ers came through in his debut Sunday, when the NFL’s worst team in 2004 looked nothing like its sad old self.

Brandon Lloyd and Arnaz Battle caught second-quarter touchdown passes from Tim Rattay, and Michael Adams intercepted Marc Bulger’s pass in San Francisco territory with 52 seconds left as the 49ers hung on, 28-25 over their oldest rivals, the St. Louis Rams.

Rookie Otis Amey returned a punt 75 yards for a touchdown the first time he touched the ball for the 49ers, who erupted for 21 points in the second quarter – more than last season’s 2-14 team scored in any quarter of its wretched season.

The 49ers’ defense was on the field for nearly 40 minutes, but San Francisco held on for its first regular-season victory in regulation since Dec. 7, 2003. Both of the Niners’ wins last season came in overtime against Arizona.

Rattay, who beat out top draft pick Alex Smith to retain his starting job, went 11-of-16 for 165 yards, but his offense was shut out in the final 25 minutes. The 49ers hung on with just enough defense – Nolan’s specialty in a long career as an assistant coach.

Brandon Manumaleuna caught a 6-yard TD pass from Bulger with 2:13 to play, and San Francisco ran just 53 seconds off the clock on its next drive. But Bulger threw a pass behind Isaac Bruce across the middle and Adams, the nickel back abused by the Rams all day, swiped the deflection out of Bruce’s hands.

Torry Holt caught 10 passes for 125 yards for the Rams, but San Francisco’s defense sacked Bulger seven times and limited Steven Jackson to 20 yards rushing after the first quarter.

With the Rams trailing throughout the second half, Bulger went 34-of-56 for 362 yards. Marshall Faulk, the key to so many St. Louis victories in San Francisco over the years, was barely a factor as Jackson’s backup.

St. Louis’ deliberate offense and an early fumble by Rattay limited the 49ers to five offensive plays in the first quarter. But when Rattay hit Lloyd for a 35-yard TD midway through the second, the receiver jumped up and started rapping, using the ball as his microphone.

Showtime was just starting in San Francisco.

Amey, a Bay Area native and an undrafted free agent from Division I-AA Sacramento State, made a beautiful punt return for a score, swerving through the heart of St. Louis’ coverage team before coasting to the finish.

With Candlestick Park rocking for just the second time since late 2003, Terry Jackson recovered an onside kick for the 49ers. That drive stalled, but Johnnie Morton made an exceptional 30-yard catch just before halftime to set up Battle’s 6-yard TD grab.

Morton, an offseason free-agent signee, got a concussion while making his catch and didn’t return.

The 49ers’ defense also stiffened: Bryant Young, the veteran defensive tackle converted to end, had three sacks in the first half, equaling his entire total for last season.

Jeff Wilkins kicked three of his four field goals in the first half, including a 33-yarder at the halftime gun to pull St. Louis within 21-9. Kevan Barlow rushed for a 9-yard score on San Francisco’s first possession after halftime, and St. Louis pulled within 28-18 on Bruce’s 29-yard TD catch with 13:22 to play.

AP-ES-09-11-05 1951EDT

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