South Africa were all out for 388 in reply to Australia's first innings 550 at tea on the third day of the second Test at the Adelaide Oval on Saturday.
Debutant Faf du Plessis was caught in the final over for 78.
South Africa were in deep trouble in the second Test against Australia on Saturday after losing five wickets in the morning session, putting them in danger of conceding a massive innings lead.
It was Australia's morning on the third day in Adelaide with pacemen Peter Siddle and Ben Hilfenhaus sharing four of the wickets, including the prized scalp of Proteas skipper Graeme Smith for 122.
At lunch, South Africa were 273 for seven and trailing Australia's 550 first innings by 277 runs with debutant Faf du Plessis on 26 and injured Jacques Kallis not out 11 batting at number nine.
Kallis gripped his tender right hamstring after ducking several testing Siddle bouncers nearing lunch.
But the Australians had problems of their own with paceman James Pattinson leaving the field for scans on a side strain.
The Proteas went into the third day at 217 for two but quickly unravelled, losing three wickets in four overs to expose the tail.
Offspinner Nathan Lyon kicked it off when he enticed Jacques Rudolph to drive only to be caught by Rob Quiney at short cover for 29 to give Australia a breakthrough inside the opening half-hour.
Siddle grabbed Smith's key wicket in the next over when the Proteas captain was caught behind by Matthew Wade for 122.
Smith immediately sought a referral and after a lengthy delay by the TV umpire the decision was upheld much to the Proteas skipper's disgust after the review's Hot Spot infra-red imaging system detected a faint edge.
The Australians were delighted at the dismissal ending Smith's 244-ball century with 14 fours and leaving the Proteas still 118 runs in arrears of the follow on.
Smith has proved a lucky charm with his tons for South Africa. The Proteas have not lost the match in the previous 25 Tests in which he has scored a century.
Fired-up Siddle struck again trapping AB de Villiers leg before wicket for one to leave South Africa in serious trouble at 240 for five.
There was no sign of champion allrounder Kallis following his hamstring injury on Thursday and fast bowler Dale Steyn came out to bat at number seven.
Steyn lasted 15 balls before he played away from his body to Hilfenhaus bowling with the second new ball and was snapped up by Ricky Ponting at second slip for one.
Hilfenhaus sent Rory Kleinveldt's off-stump cart-wheeling out of the ground for a duck, signalling the arrival at the wicket of Kallis, batting at number nine.