Replying to South Africa's 374 all out, Atherton and Butcher never allowed themselves to be dominated by the lauded new-ball attack of Allan Donald and Shaun Pollock and continued to look for singles when the early boundaries dried up.

Donald finally ended the opening stand of 145 by removing both openers within three deliveries and when Jacques Kallis had Alec Stewart caught at slip for 19 and Steve Elworthy trapped Nasser Hussain lbw for 22, England were once again on the back foot after a good start.

The openers batted throughout the afternoon session to record their third century stand in 13 innings together reaching tea on 105 without loss.

But Donald's third spell brought a double breakthrough with Atherton spectacularly caught by wicket-keeper Mark Boucher for58 (156b) and left-hander Butcher falling lbw for a pugnacious 75 (142b, 12x4).

The day had begun as it finished for the home side, poorly despite Angus Fraser's early dismissal of overnight centurion Hansie Cronje for 126 thanks to a straightforward catch by Graeme Hick at slip, another 72 runs were added by South Africa to their overnight 302 for seven. Elworthy, the 33-year-old debutant dominated the rest of the morning with a powerful 48 (52b, 7x4) as England's attack once again bowled too short.

England's only consolation in the first half of the day was the performance of veteran seamer Fraser whose five for 60 was his 11th five wicket haul in Tests.

England will resume on the third morning still 172 runs in arrears with Mark Ramprakash on four and nightwatchman Ian Salisbury on a single.

SCOREBOARD

South Africa (1st innings): Gary Kirsten b Gough 7, G Liebenberg c Stewart b Gough 13, Jacques Kallis c Stewart b Flintoff 47, Darryl Cullinan c Ramprakash b Fraser 30, Hansie Cronje c Hickb Fraser 126, Jonty Rhodes lbw b Fraser 24, Shaun Pollock c Stewart b Fraser 50, Mark Boucher lbw Fraser 4, S Elworthy c Ramprakash b Gough 48, Allan Donald not out 4, Paul Adams c Hick b Gough 0, Extras (b 9, lb 3, nb 9): 21. Total (all out, in 103.2 overs): 374
Fall of wickets: 1-21, 2-26, 3-68, 4-147, 5-196, 6-292, 7-302, 8-325, 9-374
Bowling: Gough 30.2-4-116-4, Cork 17-2-65-0, Fraser 26-7-60-5, Flintoff 17-2-52-1, Salisbury 9-1-57-0, Butcher 4-1-12-0

England (1st innings): M Butcher lbw b Donald 75, M Atherton c Boucher b Donald 58, N Hussain lbw b Elworthy 22, A Stewart c Kirsten b Kallis 19, M Ramprakash batting 4, I Salisbury batting 1; Extras (b4, lb8, w1, nb10): 23. Total (for four wickets, in 71 overs): 202
Fall of wickets: 1-145, 2-150, 3-191, 4-199
Bowling: Donald 16-4-61-2, Pollock 20-7-46-0 (7nb), Elworthy 12-3-23-1 (1nb), Kallis 15-6-29-1 (1nb 1w), Adams 8-1-31-1 (1nb)