England were in danger of defeat despite a fighting innings by captain Michael Vaughan on the second day of their three-day match against South Africa A at Sedgars Park on Sunday.
England finished the day on 154 for seven in their second innings, an overall lead of 98, with Vaughan unbeaten on 82.
After trailing by 56 on the first innings, they lost their first three second-innings wickets for three runs and were later 64 for five.
Vaughan and wicketkeeper Geraint Jones shared a stand of 45 to avoid total embarrassment for the tourists - but they will go into the first Test against South Africa in Port Elizabeth on Friday with concern over the form of some of their leading batsmen.
Marcus Trescothick, Mark Butcher, Graham Thorpe and Andrew Flintoff all failed for the second time in the match, while Andrew Strauss, who top-scored with 50 in the first innings, was out for nought.