Speedster's Dale Steyn and Makhaya Ntini picked up three wickets each as Australia was dismissed with two overs of their innings remaining after winning the toss and choosing to bat.
After Steyn and Ntini had snared a wicket each to reduce Australia to 17 for two Ricky Ponting and Michael Hussey (28) looked to have put Australia in a position of some strength.
The pair added 93 runs for the third wicket at a healthy run-rate of 5.63 before Hussey was out lbw after attempting a sweep shot off the bowling of off spinner Johan Botha.
In the very next over Ponting, who had notched up his 66th ODI half-century, fell to Ntini when he drove a full delivery to Neil McKenzie at short-cover. Ponting was out for 63 off 70 balls with nine fours and his departure signalled a collapse as Australia lost five wickets, including that of Ponting, for the addition of 75 runs.
James Hopes, batting at eight, provided some cheer for his team-mates as he made his way to 42 off 44 balls before he was caught by McKenzie at cover off the bowling of Steyn.
Steyn finished with figures of three for 49 while Ntini picked up three for 52. Botha bowled economically to end the innings with figures of two for 28 off 10 overs.
Unfortunately injury has robbed both teams of valuable players. Australia's canny left-arm seamer Nathan Bracken misses out after suffering a calf strain and is replaced by Ben Hilfenhaus.
Australia have also replaced Nathan Hauritz with Cameron White from the team that did duty in Sydney.
South Africa has lost the services of wicket-keeper Mark Boucher who suffered a broken toe while batting in Sydney. AB de Villiers will take the gloves for the Proteas while Morne Morkel comes into the team.
Australia - Shaun Marsh, David Warner, Ricky Ponting (capt), Michael Hussey, David Hussey, Cameron White, Brad Haddin (wk), James Hopes, Mitchell Johnson, Ben Hilfenhaus, Shaun Tait
South Africa - Herschelle Gibbs, Hashim Amla, Jacques Kallis, Neil McKenzie, JP Duminy, AB de Villiers (wk), Albie Morkel, Johan Botha (capt), Morne Morkel, Dale Steyn, Makhaya Ntini
