Report: Eric Bostrom took the holeshot from the Mladin, as Nicky Hayden got a great start to end the first lap in third. Hayden, until he pushed past the Suzuki rider on lap six in a move that could have resulted in both riders ending up in the dirt.
On lap 8, Yates took Pegram for fourth.

Hayden and Bostrom traded the lead on laps 9 and 10, before Hayden made it stick on lap 14.

On laps 15 and 16, Mladin tried to pass Bostrom under braking, but ran wide twice when he could not make the pass stick.

Yates was the fastest rider at this point of the race, circulating in the high 55 range.

At the mid-way point, Hayden lead the Honda RC51 despite the fact it was handling like a Gold Wing. Bostrom trailed by .75 and Mladin around one second.

Nicky had began to circulate in the high 56s. Bostrom closed in and the gap had evaporation the 30 th lap. The Kawasaki rider passed Hayden on lap 32, with Mladin in tow. Mat passed Hayden on lap 33 under braking down the back straight. Aaron Yates closed to frustrated Hayden as well. On lap 35 the Georgian passed Hayden.

Amazingly, Yates closed in on Mladin and passed him on 42. Many in the pressroom wondered what Yates was doing as the two dueled for second. Yates pulled away from his teammate.

Other chargers included Kocinski and Hacking. These two ran through the field, but were well back of the lead pack and never in contention. Hayden continued to fade, only to be passed by Hacking in the closing stages.

John Kocinski, Miguel DuHamel and Jason Pridmore retired with machine troubles. On the final turn, Yates slowed, allowing Mat to pass. And that's how it finished, Eric Bostrom with his first win in two years, Mladin second, and Yates third.

Unofficial points are : Mat Mladin 65, Hayden 346, Yates 321. Mladin needs an eleventh place finish or better to win the championship at Willow Springs.

Position Rider Machine
1. Eric Bostrom Kawasaki
2. Mat Mladin Suzuki
3. Aaron Yates Suzuki
4. Jamie Hacking Yamaha
5. Nicky Hayden Honda
6. Steve Rapp Ducati
7. Larry Pegram Ducati
8. Doug Chandler Kawasaki
9. Tommy Hayden Yamaha
10. Damon Buckmaster Suzuki