England were left counting the cost of their failure to take the initiative in the fourth npower Test at Headingley after a sub-standard display with bat and ball put South Africa on course for a convincing victory.

Having brought the momentum into this Test following their victory at Trent Bridge against a touring side deprived of the control and class of all-rounder Shaun Pollock, England squandered any initiative they may have earned through their 70-runs victory.

By the close of the fourth day looking for an historic victory target of 401, England had slumped to 165 for five looking odds on for defeat to leave them requiring victory in the final Test at the Oval to prevent a demoralising series defeat.

Should that happen they will no doubt reflect on the missed opportunities, starting with them reducing the tourists to 21 for four inside 15 overs of the opening day and then 142 for seven before allowing them to reach a competitive first innings total of 342.

Then England took the crucial decision to accept an offer of bad light on 164 for one when the South African attack were reeling from the attack of Mark Butcher and Marcus Trescothick and conceded a vital 35-run first innings deficit as a result.

But perhaps the most glaring error of this pivotal Test was their dismal performance with the ball this morning which ended nearly all hopes of an England victory and handed the Test and the likely outcome of the series to South Africa.

They had resumed 199 precious runs ahead on 164 for five. Another 43 overs later and South Africa had hammered England's wayward bowling all around Headingley and adding a further 201 runs, with all-rounder Andrew Hall spearheading the onslaught with an unbeaten 99 off 87 balls.

It provided England with an unlikely victory target of 401.

From the moment James Kirtley delivered a leg-stump half-volley to Neil McKenzie for the first ball of the day, which was powerfully despatched to the boundary, England struggled to change the mood.

South Africa progressed at five runs an over throughout the morning session, which included 23 boundaries, and even the loss of consistent middle order performers McKenzie and Mark Boucher failed to halt their momentum.

Flintoff earned his reward for being England's most consistent bowler when McKenzie miscued a pull shot and Martin Bicknell took a diving catch at mid-on.

Flintoff also accounted for Boucher in his next over and South Africa's victory hopes appeared in the balance with a lead of only 267 runs.

Instead of capitulating on the deteriorating pitch, Hall launched a thrilling counter-attack to help add 133 runs for the last three wickets.

England were well aware they had to make amends for their earlier display but instead slipped into trouble almost immediately with Trescothick edging Ntini and Herschelle Gibbs took a brilliant diving catch at third slip.

Michael Vaughan fell 12 overs later, Nasser Hussain followed leg before, and once Ed Smith and Alec Stewart fell in quick succession expectations grew of England capitulating before the day had finished.

But Butcher teamed up with Flintoff and they forged a 70-run partnership off only 96 balls to at least demonstrate some resistance to South Africa's charge.