Mark Butcher heads a list of England players with question marks over their form as they approach the opening Test against South Africa.

Another failure by their top order left England battling to avoid a humiliating defeat in their only warm-up match.

Surrey left-hander Butcher, preferred to in-form Robert Key at No 3 for this three-day match against South Africa A, needed time in the middle more than any other member of England's tour squad.

A desperate run of bad luck forced him to miss the second half of last summer.

But a combination of a lack of match practice and circumstances have combined to deny Butcher the opportunity to spend time in the middle before he steps out at St George's Park for Friday's opening Test hoping to help England towards their first series victory in South Africa for 40 years.

In his three innings since arriving Butcher has faced only 29 balls and scored nine runs.

That will hardly inspire confidence and is concerning the player so much that he volunteered for an extra net session immediately after suffering a dubious leg before decision yesterday as England slumped into trouble on the second day against South Africa A.

Having restricted the strong A team line-up, which includes eight internationals, to a 56-run advantage with a stirring fightback from their likely Test attack, their top order failed for the second time in two days.

Despite a determined 82 from captain Michael Vaughan, who shared a useful 45-run stand with Geraint Jones after being dropped at short leg on 15, England finished the second day just 98 runs ahead on 154 for seven.

England's biggest concern is that Butcher is by no means the only member of the top order struggling for rhythm and consistency on a tour condensed to include only one meaningful warm-up match before a gruelling schedule of five Tests in the next six weeks.

Openers Marcus Trescothick and Andrew Strauss, both of whom have scored runs since their arrival in South Africa, also fell cheaply as England slipped to three for three inside the first four overs.

Perhaps a bigger problem than either of their openers failing, however, is Graham Thorpe's struggle for runs.

He was bowled for 11 by Charl Willoughby, the A team's impressive left-arm seamer, playing on to a delivery which kept low.

Both Butcher and Thorpe are experienced enough to handle their lack of time in the middle and England have overcome depressing defeats on tour before to produce impressive displays in a Test just days later.

But after over a year of unprecedented success, which has included ten wins in the last 11 Tests, it is not a familiar feeling and that will be enough to worry coach Duncan Fletcher and the captain in the build-up to an important first Test.

They can at least be consoled with signs of form from key all-rounder Andrew Flintoff, who claimed three wickets to help dismiss the A team for 281 after they resumed on 133 for two and spent half an hour at the crease in scoring a quickfire 21.

Flintoff would have liked to have spent longer in the middle, but after flashing five boundaries he was bowled by Albie Morkel's fifth ball, which swung away and clipped his off-stump as the big Lancastrian pushed forward defensively.

Wicketkeeper Jones kept his captain company for over an hour before getting a thin edge behind off seamer Ethy Mbhalati, and Ashley Giles followed his lead by resisting for 35 minutes before falling just seven overs before the close by edging to second slip.

Fletcher and bowling coach Troy Cooley will at least be able to console themselves with an improved display from their attack.

Flintoff took the honours before lunch after wayward early spells from Steve Harmison and Matthew Hoggard, claiming three for 22 during a seven-over spell which ended the 96-minute innings of Martin van Jaarsveld, who top scored with 71.

Even with his efforts during the morning session, it took a late collapse after lunch to limit the A team's lead.

Morkel, one of Somerset's overseas players next summer, contributed an exciting 47 off 48 balls before the home side lost their last five wickets for 20 runs.

* South Africa captain Graeme Smith has warned England to expect a 'heated' Test series.

But Smith, who proved a thorn in the side when the Proteas drew 2-2 on their 2003 tour, insists the hosts should not be taken lightly, despite their recent slump down the Test rankings.

''There is always huge interest when big touring teams come to South Africa and England is a big touring team,'' said Smith.

''The public always like to see us beat the English and it is high on our priority list.

''We expect them to be well prepared, knowing what they have to do to win in South Africa but we know we are hard to beat in our own country and it is going to be a very tough series.

''We are pretty confident in our own ability at home and I think it will be a very heated series and a very evenly fought series.

''It will come down to who can cope with the pressure and who can exert the pressure.''

English eyebrows will no doubt have been raised by the omission of wicketkeeper Mark Boucher, one of the South Africans who best represent their inherent fighting spirit, for the opening match.

But Smith hinted to Radio 5 Live that Boucher, who lost his place to Thami Tsolekile recently after playing 75 consecutive Tests, will be back before long.

''I think Bouch will definitely be back some day, he is one hell of a player,'' added Smith.

''He has got the ability and the strength of character."