Shaun Pollock became the second South African to take 300 Test wickets as England closed on 165 for two in reply to the touring side's first innings of 484 on Friday.

The 30-year-old seamer, who also hit 66 earlier in the day, reached the mark when he induced England captain Michael Vaughan to overstretch for a ball on off-stump and edge to third slip.

Vaughan, wretchedly out of form since scoring 156 in the first Test -- he has now made 149 in his next eight knocks -- had promised something substantial with a series of flashing cover drives before departing for 23.

Pollock, the 19th man to take 300 wickets in Test history and joining compatriot Allan Donald (330 wickets) on the list, has taken his wickets at just over 20 apiece. No bowler on that list ended their career with a better average.

Vaughan was followed by Mark Butcher (32) before Marcus Trescothick (64 not out) and fellow left-hander Graham Thorpe (28 not out), back in the side after a year's exile, put on 87 without alarm before bad light ended the day four overs early.

While it was England's day, South Africa remained in a strong position.

Needing only a draw to win their first series in England since 1965, they had resumed on 362 for four with a total of around 600 runs in mind.

KEY MOMENT

One key moment in the morning session, however, killed off that ambition as the last seven wickets fell for 122.

Jacques Kallis, on 66, was trying to relaunch the innings after the early morning departures of Jacques Rudolph and Mark Boucher when, backing up, he was run out at the non-striker's end.

A return drive from Pollock brushed bowler Ashley Giles's fingertips before cannoning into the stumps, the third umpire confirming the decision.

Earlier seamer Martin Bicknell, shaping the ball from right to left, trapped the off-colour Rudolph lbw for a four-ball duck as the left-hander played across the line to a ball which straightened.

The seamer then had Boucher caught behind for eight to make it 385 for six. Television replays suggested Boucher had brushed his pad with his bat rather than snicking the ball. That strike gave Bicknell two victims for six runs in 23 deliveries.

The departure of Kallis was quickly followed by Andrew Hall, trapped lbw for a single by Andrew Flintoff, before Paul Adams was the third man to be run out, chancing a second on Mark Butcher's throw from long off.

Pollock, however, protected Makhaya Ntini from the strike as the pair put on 52 before the number 11 lost his middle stump to James Anderson.

Scoreboard

South Africa (1st innings): (overnight 362-4) 
G.Smith run out (Vaughan) 18
H.Gibbs b Giles 183
G.Kirsten lbw Giles 90
J.Kallis run out (Giles) 66
N.McKenzie c Stewart b Anderson 9
J.Rudolph lbw Bicknell 0
M.Boucher c Stewart b Bicknell 8
S.Pollock not out 66
A.Hall lbw b Flintoff 1
P.Adams run out (Butcher) 1
M.Ntini b Anderson 11

Extras (b-12, lb-10, w-4, nb-5): 31

Total (all out, 128 overs): 484

Fall of wickets: 1-63, 2-290, 3-345, 4-362, 5-365, 6-385, 7-419, 8-421, 9-432

Bowling: Bicknell 20-3-71-2, Anderson 25-6-86-2 (w-1), Harmison 28-9-73-0 (nb-4), Giles 28-2-102-2, Flintoff 19-4-88-1 (w-2), Vaughan 5-0-24-0 (nb-1), Butcher 3-0-18-0 (w-1)

England (1st innings): 
M.Trescothick not out 64
M.Vaughan c Gibbs b Pollock 23
M.Butcher lbw Hall 32
G.Thorpe not out 28

Extras (lb-6, w-5, nb-7): 18

Total (for two wickets, 46 overs): 165

Fall of wickets: 1-28, 2-78

To bat: E.Smith, A.Stewart, A.Flintoff, A.Giles, M.Bicknell, S.Harmison, J.Anderson.

Bowling (to date): Pollock 12-3-38-1, Ntini 8-0-29-0, Hall 12-5-39-1, Kallis 9-1-35-0, Adams 5-0-18-0