80mins: Australia devastate England with a late push and Andy Robinson's inexperienced side have work to do before the second Test in Melbourne next Saturday.
75 mins: TRY Australia 34-3 England
Australia prop Rodney Blake seals his debut with a try as he thunders over after receiving a pinpoint pull-back pass from Phil Waugh. There is little consolation for England as Mortlock misses the conversion.
73 mins: TRY Australia 29-3 England
Australia replacement Clyde Rathbone used his lightning pace to surge towards the line but sneaks the ball to Mark Gerrard after a frantic tackle from Iain Balshaw. Gerrard kicks on and then touches down for Australia, who stretch their lead as Mortlock adds the extras.
68 mins: Chris Jones tries to respond immediately for the visitors as he pours down the field and heads towards the posts but Australia are there again and Mike Catt's ball to Julian White sees the attack sputter out.
67 mins: PENALTY Australia 22-3 England
Stirling Mortlock adds three more points for the Wallabies after Mathew Tait is pulled up for going off his feet. The match looks a long way back for Andy Robinson's men.
64 mins: Andy Goode replaces Olly Barkley as England continue to pressure Australia but their defence holds firm and another good spell ends with another penalty for Australia.
62 mins: England enjoy a good spell of possession but Olly Barkley, Iain Balshaw and Peter RIchards all see decent chances blocked by a tenacious Australian defence.
56 mins: England coach Andy Robinson makes a raft of changes bringing on Chris Jones for Alex Brown, George Shooter for Lee Mears and Joe Worsley - winning his 50th cap - for Magnus Lund. England are keeping the ball well but Australia drive them backwards.
54 mins: TRY Australia 19-3 England
Australia score the first try of the game as Stirling Mortlock holds the England midfield defence and full-back Chris Latham cuts back inside on a wonderful angle to score under the posts. Mortlock adds the conversion.
51 mins: Both teams struggle with their handling as first England wing Tom Varndell loses the ball going forward when he looked to be on the verge of another good break. Then Jeremy Paul drops the ball to skew Australia's push towards the line.
49 mins: George Smith concedes a penalty in England's half when he fells Iain Balshaw with a late and high tackle and England take the chance to pump the ball down field.
46 mins: PENALTY Australia 12-3 England
England are penalised as Olly Barkley does not release the ball right in front of the posts and Stirling Mortlock takes advantage with a straightforward kick.
43 mins: PENALTY Australia 9-3 England
Olly Barkley gets the first points on the board for England as he neatly kicks over.
41 mins: England immediately try to get forward after the break with Pat Sanderson lunging forward off the scrum but once again Australia snuff out the threat.
Half-time: Australia 9-0 England
40 mins: PENALTY Australia 9-0 England
Australia stretch the gap on the cusp of half-time as Stirling Mortock's kick flies cleanly over.
38 mins: Mat Rogers fumbles a pass from Mark Gerrard with the try-line beckoning as Australia try to press the advantage before half-time.
33 mins: Australian centre Stirling Mortlock watches another penalty chance fade as his kick is short.
32 mins: England skipper Pat Sanderson makes a brilliant break but opts for the long pass out wide only to see it intercepted and another chance wasted.
30 mins: Olly Barkley succumbs to the jeers of the crowd as he misses an easy penalty for England.
28 mins: Iain Balshaw picks up a chip pass from Olly Barkley and surges between the posts but there is some doubt whether Balshaw grounded the ball as George Gregan rolls him over. The video referee has to make the final decision - and the try does not stand because Gregan just managed to slide his hand between the ball and the turf.
26 mins: PENALTY Australia 6-0 England
England concede again and Stirling Mortlock makes it two out of three to push the home side further ahead.
23 mins: Nerves seem to be getting to Varndell as he wastes another chance to run towards the line. The wing picks up a long cut-out pass from Mike Catt but his pass to Tom Voyce misses.
19 mins: Australia suddenly surge forward again with some confident play and it is left to England debutant lock Alex Brown to make a last-gasp tackle on Stirling Mortlock to avert the danger - for now.
18 mins: PENALTY Australia 3-0 England
England are penalised again for not releasing the ball in the tackle and this time Stirling Mortlock finds his aim.
16 mins: Australia try to move the ball forward but Stirling Mortlock's pass eludes number eight Rocky Elsom.
11 mins: Stephen Larkham tests Varndell with a high kick and the wing shows his vulnerability in defence but fortunately for England Mortlock knocks it on.
9 mins: There is a first flash of pace from Mathew Tait, who is winning his second Test cap, as he cuts inside Stirling Mortlock as he tries to break forward. Tom Varndell gets his chance too but the Leicester wing chooses to kick the ball forward and loses control. Nonetheless, England are making a positive start.
6 mins: Magnus Lund gets a good tackle on George Gregan and the two teams lock horns in the first scrum of the match, with an Australia put-in. England's front row prosper as they drive up the scrum and win a free-kick.
3 mins: England give away a penalty when Lewis Moody is penalised for not releasing the ball in a tackle but Stirling Mortlock skids his kick wide.
2 mins: Lewis Moody and Julian White try to break upfield for England but Australia tangle with them in the middle of the pitch and there is no way through just yet.
1106: England's Olly Barkley kicks off the match and the crowd responds with a roar.
1105: The anthems are sung and there is a sense of expectancy as Waltzing Matilda resounds throughout the Telstra Stadium as the teams are moments away from kick-off.
1058: England captain Pat Sanderson gathers his men into a team talk on the pitch while Australia are led out by George Gregan, who is making his 119th appearance.
1050: England run through their final warm-up before the match. Head coach Andy Robinson is hoping his revamped squad can record England's third victory in Australia - and their first since the World Cup final in 2003.
1040: (all times BST) Conditions at Sydney's Telstra Stadium are damp, cold and windy. The playing surface will also be a little rough after Saturday's rugby league match between the Rabbitohs and Brisbane Broncos.
England return to the Telstra Stadium without a single member of the starting side that won the World Cup in 2003.
New captain Pat Sanderson leads a team containing three new caps in scrum-half Peter Richards, lock Alex Brown and flanker Magnus Lund.
Wing Tom Varndell, centre Mathew Tait and lock Louis Deacon also make just their second Test appearances.
The Wallabies have a revamped pack with prop Rodney Blake and hooker Tai McIsaac making their Test debuts.
Daniel Heenan and Rocky Elsom have also been brought in to add some ballast and ball-carrying ability to the back row.
Scrum-half George Gregan makes his 119th Test appearance, equalling the world record of former England prop Jason Leonard.
Australia: C Latham; M Gerrard, S Mortlock, M Rogers, L Tuqiri; S Larkham, G Gregan (capt); G Holmes, T McIsaac, R Blake, N Sharpe, D Vickerman, D Heenan, G Smith, R Elsom.
Replacements: J Paul, Al Baxter, M Chisholm, P Waugh, J Valentine, C Rathbone, C Shepherd.
England: I Balshaw; T Varndell, M Tait, M Catt, T Voyce; O Barkley, P Richards; G Rowntree, L Mears, J White, L Deacon, A Brown, M Lund, L Moody, P Sanderson (capt).
Replacements: G Chuter, T Payne, C Jones, J Worsley, N Walshe, A Goode, J Noon.
Referee: Alan Lewis (Ireland).