Chasing a commendable England total of 281 in 50 overs, the Proteas, riding on half centuries from Daryll Cullinan, Hansie Cronje and Jonty Rhodes, scored 282 for the loss of four wickets. They had 20 balls to spare.
The half-strength South Africans were off to a flying start in their chase. Opener Daryll Cullinan and Mike Rindel laid the ground with a 113-run partnership, making the task easier for the others. Cullinan, ``for setting up the match'', was crowned with Player of the Match award.
Cullinan took the mediocre English bowling to the sword with his attacking batting. The right-hand batsman began the onslaught without any orthodox introduction, hammering 13 boundaries in his 70-minute life at the crease.
On way to his 69 off 70 balls, Cullinan also crossed the 3000 mark in his 99th ODI appearance.
While his left-handed opening partner Rindel gave a good support from the other end.
The duo reached their 50 in eight overs and then doubled the score exactly after another eight overs. South Africa were by then firmly placed at 100 without any loss at the end of 16 overs.
The partnership broke in the 20th over when Rindel's half-hearted pull off left arm-spinner Ashle Giles went into the safe hands of Alistair Brown at mid-wicket.
In his 61-ball knock of 41, Rindel hit six fours including three in the 11th over off England medium-pacer Mark Ealham.
Cullinan was next to go in the 26th over when he was brilliantly taken by Neil Fairbrother at mid-wicket off a Graeme Hick delivery.
Jacques Kallis, who took three wickets in the afternoon, followed Cullinan soon after scoring only 15 runs which left South Africa at 135 for three in the 27th over.
Skipper Hansie Cronje and Jonty Rhodes took charge from then onwards and steered the team almost to victory with a magnificent 117-run fourth wicket partnership taking South Africa from 135 to 252.
Although they depended on ones and twos in the early stage to keep the scoreboard moving, it became near impossible for the English bowlers to break the pair once they were settled.
Their 50-run partnership came from only 43 balls while the next 50 came from 46 deliveries.
England probably saw some hope in the 43rd over when Cronje gave a simple catch to Alistair Brown when he tried to pull England skipper Adam Hollioake through the mid-wicket region.
Cronje scored 67 off just 57 balls which included two huge sixes and five boundaries.
After his departure, Jonty Rhodes and debutante Dale Benkenstein took
South Africa home without any further damage.
Rhodes was unbeaten on an almost run-a-ball 61 with the help of five fours while Benkenstein was not out on 13.
Earlier, electing to bat after calling the coin right, England mustered a fighting total of 281 for seven in the stipulated 50 overs with skipper Hollioake hammering an unbeaten 83.
He was given an ample support by 35-year old left-handed Neil Fairbrother who celebrated his recall to the England team after two and a half years with a workman-like 56.
After the collapse of the middle order, the duo added 112 runs for the fifth wicket to help England cross the 200 mark. England lost five top order batsmen for 95 runs.
The partnership broke in the 43rd over when Fairbrother was bowled by left-arm medium-pacer Mike Rindel.
In his 78-ball innings, Fairbrother, who played for Abahani in the Dhaka league way back in 1994, hit a huge six and two fours.
However, it was Hollioake who played the captain's knock of an undefeated 83 off 91 balls embellished with 10 boundaries and one sixer.
Apart from Hollioake and Fairbrother, one-down Mark Ealham scored 44 while opener Nick Knight added 32 to the England account.
``We would have liked to score a few more runs. But the middle-order collapsed and we had to consolidate that. I'm satisfied with the total but South Africa batted brilliantly and you know that they are one of the best sides in the world,'' said a demoralised England skipper Adam Hollioake after the match.
``Moreover we did not bowl as well as we could do,'' said Hollioake.
His South African counterpart Hansie Cronje gave full credit to his batsmen for the victory.
``Our bowlers bowled OK... may be one or two mistakes which we can rectify but I thought our batters played superbly with Cullinan and Rindel setting up a superb platform for us to work on. Cullinan opened for the first time and I'm quite pleased with his performance,'' said Cronje.
``It's a very good batting wicket and I think in the absence of Donald, Pollock and Kirsten, the youngsters did pretty good job,'' said the veteran South African skipper.