Hussain was beaten for pace by Lee

Adam Gilchrist had a good day with four catches, mostly clinging on to some awful miscued hooks and pulls by England's top order.

Lee first struck in his second over as Marcus Trescothick (34) fenced at a ball just outside off stump to be caught behind.

Lee grabbed his second wicket when Nasser Hussain, who had made just eight, was late on a hook shot.

The edge to Gilchrist was a faint one and the England captain stood his ground, looking upset to see umpire Steve Bucknor give him out.

By then, Mark Butcher had also recorded a single-figure score when he was needlessly run out for nine.

Sharp work from Steve Waugh at cover-point saw Butcher run out by yards as the Aussie skipper hit the stumps at the non-striker's end.

Life was difficult for the England batsmen

After lunch, five wickets fell in calamitous fashion.

Michael Vaughan reached 34 before playing an ugly failed pull shot off McGrath, and Alec Stewart's innings ended in similar fashion, Gilchrist taking both chances.

Craig White never looked like lasting too long, and duly drove Lee straight to third slip.

With Key taking on Shane Warne, England battled on, but the Kent batsman lost Alex Tudor to the leg-spinner before he himself was bowled by Damien Martyn of all people.

Only two wickets were required after tea by Australia and Gillespie supplied them, with Richard Dawson ending up on 19 not out.

Tudor and Chris Silverwood, selected in place of the injured Andrew Caddick and the out-of-form Matthew Hoggard, shared the new ball ahead of Steve Harmison

But they generally bowled too short and too leg-side.

Australia did lose two wickets before the close.

Silverwood ran out Justin Langer for 19 with the batsman attempting an ambitious third run to deep square leg.

And Matthew Hayden reached 30 before miscuing a pull off Harmison to be caught at fine leg.

Ricky Ponting looked superb in his 43 not out, athough he got an extra life when Trescothick dropped him at first slip off White.

Australia: Steve Waugh (capt), Matthew Hayden, Justin Langer, Ricky Ponting, Damien Martyn, Darren Lehmann, Adam Gilchrist, Shane Warne, Brett Lee, Jason Gillespie, Glenn McGrath.

England: Nasser Hussain (capt), Marcus Trescothick, Michael Vaughan, Mark Butcher, Robert Key, Alec Stewart, Craig White, Richard Dawson, Steve Harmison, Alex Tudor, Chris Silverwood.