England will have to chase 287 runs after South Africa put on an impressive display at the crease in the second one-day international.
The home side could only capture five wickets in Southampton after the visitors won the toss and chose to bat.
Hashim Amla stole the show for the South Africans by claiming another one-day hundred following two tons in the Test matches this summer.
England will take to the crease after the innings break, Alastair Cook, Ian Bell and Jonathan Trott aiming to rack up the runs on this difficult wicket to rival their opponents.
The competitors' first ODI on Friday was abandoned in Cardiff due to rain.