PHILADELPHIA (AP) -- Mark McGwire broke ties with Mickey Mantle and Willie Mays on the same night.

McGwire has 539 homers and is eighth on the career list, three ahead of Mantle. McGwire's 64th multihomer game broke a tie with Mays for the second-most ever. Babe Ruth had 72.

"It means a lot to me, but I have to worry about playing a game tomorrow," McGwire said. "It's not like my career is over. I think about those guys a lot, but until I retire, it's not going to hit me."

McGwire, who took over the major league home-run lead with 17, broke a tie with Mantle in the first inning when he hit No. 537, a three-run drive off Curt Schilling (1-2).

McGwire hit a two-run homer in the second inning -- only the 54th player to reach the left-field upper deck at Veterans Stadium -- to make it 5-0. He added a two-run shot in the eighth off Wayne Gomes for No. 539.

"When you see greatness, whether it's athletics or entertainment, it never gets old," St. Louis manager Tony La Russa said.

Just 17,137 paid to see the game at Veterans Stadium and the actual attendance looked even smaller.

With the fifth three-homer game of his career, McGwire became the only NL player with a pair of three-homer games in Philadelphia; he also did it May 19, 1998.

	Lost in the hoopla of Mac's three-homer game was Garrett Stephenson improving to 6-0.

McGwire is 4-for-18 in his career against Schilling, with all four hits being homers, including one April 30. He had been 0-for-6 with four strikeouts in the three-game series against the Phillies.

"When you face a guy like Schilling, who has owned me my whole career, I see the best of the best," McGwire said. "If he throws 93-94 to someone else, he throws 97-98 to me, with movement. I was lucky.

"I don't look at things as locked in, hitting the ball real well. I look at it like constant adjustments. Last night I couldn't hit a ball with a wet newspaper. Tonight, I centered some balls."

Next up for McGwire on the career home run list is former Phillies star Mike Schmidt at 548. McGwire received a standing ovation after his second homer and fans booed loudly when he was intentionally walked in the fourth.

St. Louis has homered in 36 of 40 games and is on pace to hit 344, shattering the record of 264 set by the 1997 Seattle Mariners.

Schilling, making his fourth start since offseason shoulder surgery, allowed five runs and nine hits in six innings, walked five and struck out five. With his second subpar outing in less than a week. his ERA rose from 3.15 to 4.15.

"I pitched poorly; no excuses," Schilling said. "I threw balls in spots I didn't want and he did what he does with those pitches. He's done it over 500 times."

Garrett Stephenson (6-0) allowed two runs and nine hits in 5 2/3 innings. The Cardinals are averaging 9.3 runs in his seven starts.

"It's just a great feeling to have somebody go out and with one swing, get you three runs," he said. "He's phenomenal."

La Russa was most impressed that two of McGwire's homers came off Schilling, who has fanned McGwire eight times in 18 at-bats.

"He's as good a right-hander as there is in the league," the manager said. "When you get one off an upper-echelon pitcher, it's special."

Philadelphia made it 5-1 on a two-out double by Mickey Morandini in the second, and Desi Relaford singled in a run the sixth.

Game notes
The loudest cheers of the night came when the Philadelphia Flyers scored in their 4-2 playoff win over the New Jersey Devils. Twice after the fans erupted following a Flyers' goal, St. Louis catcher Mike Matheny called time and walked to the mound. ... Stephenson is 3-0 against the Phillies, who traded him to St. Louis along with Ricky Bottalico for Ron Gant, Jeff Brantley and Cliff Politte in November 1998. ... St. Louis catchers have not committed an error this season. The Cardinals are the only NL team with no errors at the position. ... McGwire is averaging one homer per 5.5 at-bats this season.