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Neil McKenzie and Mark Boucher steered South Africa out of difficulty, but they were all out 65 runs short of Australia's first innings in Adelaide.

The pair added 141 for the seventh wicket after Lance Klusener became the second of Shane Warne's victims to leave the tourists 214 for six.

South Africa were bowled out for 374, McKenzie top-scoring with 87.

And Australia were three without loss in their second innings at the close of the third day.

The big worry for South Africa, though, was the state of the Adelaide Oval pitch which was showing signs of breaking up and it was no surprise that Warne was the pick of the Australian bowlers.

Mid-day collapse

The tourists had initially looked to be cruising when they reached 155 for two before lunch.

Herschelle Gibbs and nightwatchman Claude Henderson added 54 to their overnight total

But the pair fell in quick succession, and Jacques Kallis was not far behind, leg before to a Glenn McGrath full toss for five.

After a careful third wicket stand of 62, Henderson was run out at the non-strikers end after Gibbs called him through for a quick single.

Gibbs had been a model of concentration during his four-and-a-half hour innings.

But he was lure outside leg-stump by a wider Warne delivery to be stumped by wicketkeeper Adam Gilchrist.

Klusener was out for 22, bowled through the gate by Warne after lunch.

Havoc

McKenzie led an all-out assault on the second new ball as the first 10 overs realized 56 runs including 11 boundaries.

Brett Lee was hit out of the attack after his three overs cost 26 runs with five fours.

McKenzie started cautiously against Warne, but relished taking on the three-pronged pace attack as he cut loose after the tea break.

Skipper Steve Waugh was forced to turn to part-time seamer Damien Martyn to end the threatening stand.

When, after three hours and 277 balls, the breakthrough finally came with McKenzie trapped lbw after hitting 16 fours, the last four South African wickets fell for 19 runs.

Warne had Boucher caught in the deep for 64 and Ntini followed soon after to leave the hosts with three overs to bat through to the close.

Australia: Matthew Hayden, Justin Langer, Ricky Ponting, Mark Waugh, Steve Waugh (capt), Damien Martyn, Adam Gilchrist, Shane Warne, Brett Lee, Jason Gillespie, Glenn McGrath. Stuart MacGill (12th man).

South Africa: Gary Kirsten, Hershelle Gibbs, Jacques Kallis, Neil McKenzie, Boeta Dippenaar, Lance Klusener, Mark Boucher, Shaun Pollock (capt), Claude Henderson, Makhaya Ntini, Nantie Hayward. Justin Ontong (12th man).

Umpires: Simon Taufel (Aus), Srinivas Venkataraghavan (Ind).

TV umpire: Steve Davis. Match referee: Ranjan Madugalle (Sri).