UCLA shot a 7-over 295 Wednesday to move past seven teams into first place. The Bruins' 598 total was 22-over and put them one shot ahead of host Oklahoma State, which shot a 300.
Top-ranked Clemson was third at 601, followed by Florida and Auburn at 602.
North Carolina State, which shared the first-round lead with Oklahoma State, Clemson and Auburn, shot a 317 to fall off the pace.
The individual leader was Lee Williams of Auburn, who followed his 3-under 69 with a 72 that included six birdies, two bogeys and two double-bogeys.
'It was just really up and down,' said Williams, who finished his round just before dark as groups again took nearly six hours to get around Karsten Creek Golf Club. 'I was hitting some bad shots, but when I had good birdie putts, I was able to make them.'
He had a three-stroke lead over Hunter Mahan of Oklahoma State, whose eagle on the final hole gave him a 71 and 144 total. Jason Moon of North Carolina State was another shot back after a 73.
UCLA's No. 1 player, Steve Conway, shot a 4-over 76 but John Merrick shot a 72, Travis Johnson a 74 and Roy Moon a 73. All five Bruins -- John Poucher's 78 didn't count -- shot as well or better than they did in the first round. 'We're not so dependent on one particular player,' UCLA coach O.D. Vincent said. 'We won seven times but we've been in the hunt just about every time, and I think that's because we've had players come through at different times.'
There is only a 2.1-stroke difference between Conway's season average and Poucher's. Mahan, by comparison, came in with an average more than two strokes lower than Oklahoma State's No. 2 player, Par Nilsson.
'This is a golf course where your fourth and fifth players are going to be extremely important because those are the guys who can take you out of it,' Vincent said.
Or keep you in it.
Clemson's Ben Duncan came through in the No. 5 spot, bettering his first-round 85 by 12 strokes. The Tigers needed it, because their top player, D.J. Trahan, struggled to a 78.
'Unless the wind blows 20, 25 miles an hour, I don't know how the course could play any tougher than with no wind,' Trahan said. 'I should have played better today. We teed off in the morning and I played worse.'
Florida's No. 4 player, Jordan Code, shot a 71 Wednesday after an 81 in the first round. That helped make up for a 79 by the Gators' top player, Camilo Villegas.
Mahan capped his round with a long eagle putt on the par-5 closing hole, a nice finish after making double-bogey moments earlier on No. 17.
'I hit two good shots and a great putt,' Mahan said. 'It's just a great way to end the round.'
Most of the team leaders played early in the day, when the course was softer. A breeze of 15-20 mph picked up for part of the afternoon and is expected for the next two days. Combine that with trees on every hole, difficult rough and fast greens, and there is the potential for more high scores.
'The golf course is winning, boys,' Clemson coach Larry Penley said. 'The scoreboard says UCLA is winning? Nope. The golf course is winning.'