Date: May 7, 1999
Venue: Boutwell Auditorium
City: Birmingham, Alabama, USA
- Heavyweight Preliminary bout: Ron Waterman vs. Chris Condo
- Waterman wins by submission due to strikes at 0:28.
- Lightweight bout: Laverne Clark vs. Fabiano Iha
- Clark wins by TKO (doctor stoppage due to cut) at 1:31.
- Lightweight bout: Marcelo Mello vs. David Roberts
- Mello wins by TKO (referee stoppage due to elbows) at 1:23.
- Middleweight bout: Wanderlei Silva vs. Tony Petarra
- Silva wins by KO (knee) at 2:53.
- Heavyweight bout: Pete Williams vs. Travis Fulton
- Williams wins by submission (armbar) at 6:28.
- Heavyweight bout: Pedro Rizzo vs. Tra Telligman
- Rizzo wins by KO at 4:30.
- Heavyweight Championship bout: Bas Rutten vs. Kevin Randleman
- Rutten wins by split decision at 21:00 to become the UFC Heavyweight Champion.
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