The Otago Highlanders overcame a disappointing start to run away with a 39-29 win over fellow Super 14 cellar dwellers the Lions on Friday.

The Highlanders celebrated only their second win from seven games this season while the South Africans remained winless despite running in five tries to the hosts' three.

The Lions gained an early dominance to go out to a 17-6 lead midway through the opening spell, but they squandered the lead as the Highlanders piled on 33 points before the visitors scored again.

Occasional ill discipline cost the Lions dearly as Highlanders fullback Israel Dagg kicked 24 points from three conversions and six penalties in an immaculate kicking display.

"Our discipline cost us - stupid penalties, we kept them in the game with the penalty kicks," Lions captain Cobus Grobbelaar said.

But there was plenty of relief for the Highlanders, whose season reached a new low last week with a home loss to the previously winless Sharks.

"It was a difficult week for the boys - probably one of the toughest weeks of my rugby career - but the boys showed a lot of courage and ticker, especially in that first 20 to 30 minutes when we were down," captain Jimmy Cowan said.

The Highlanders took 30 minutes to kick into gear in the first spell, taking a full toll of penalty opportunities and starting to find some defensive holes to go into the break with a 22-17 lead.

Early on they had no answer to the Lions' dominant lineout and driving maul, which set up the three tries they racked up in the first 21 minutes.

Fullback Michael Killian scored the first for the Lions after seven minutes, and flanker Grobbelaar and winger Wigan Pekeur added two more.

The first penetrating attack from the Highlanders led to a try to lock Hayden Triggs after 30 minutes as the momentum swung away from the visitors.

The Highlanders came out firing in the second spell with Kenny Lynn scoring an opportunist try after 52 minutes, chasing a Dagg kick into the in-goal area where Lions winger Tonderai Chavhanga failed to control the ball.

The result was almost beyond doubt midway through the spell when Australian referee Stu Dickinson awarded the Highlanders a penalty try after their driving maul was brought down illegally just short of the line.

In the last 10 minutes Pekeur scored his second try for the Lions and replacement back JP Joubert touched down, but it was too little too late.

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