1421 BST: The final whistle blows. Reality sinks in on South Africa as they hear of Paraguay's 3-1 win over Slovenia which puts the Bafana Bafana out.
Spain confirm their stately progress from Group B with maximum points.
90 mins (+3): Spain control possession, and with it South Africa's fate.
90 mins (+1): South Africa cannot get hold of the ball as Spain win a corner.
The corner is cleared to Teboho Mokoena who sprints down the right touchline, only to be halted by Miguel Nadal's firm challenge.
90 mins: The referee's assistant signals three minutes of added time to be played.
89 mins: South Africa mount an attack but Bradley Carnell's sloppy pass concedes possession when they needed to apply pressure.
87 mins: South Africa desperately need to gain possession, but Spain knock the ball around to kill the clock.
85 mins: Cyril Zama launches the ball forward and Benni Mccarthy appears to have his shirt tugged as he tries to escape Ivan Helguera.
83 mins: South Africa desperately need an equaliser with news that Paraguay are 3-1 ahead against Slovenia.
They pour forward backed by a crowd who have taken to their attacking style of play.
81 mins: Raul is denied a hat-trick chance when he is withdrawn in favour of Luis Enrique who misses the target from six yards with his first touch.
80 mins: Lucas Radebe can take no further part and is replaced by Calvin Martin.
78 mins: Albert Luque almost makes an immediate impact but his shot from 12 yards produces a fine reflex save from Andre Arendse.
77 mins:Radebe is hurt in the process and while he receives treatment, Spain replace Fernando Morientes with Albert Luque.
75 mins: Raul's cute reverse pass opens South Africa up and Lucas Radebe bravely throws himself in to head Curro Torres' cross for a corner.
73 mins: South Africa make a change, replacing Siyabonga Nomvethe with George Koumantarakis's height and physical presence.
71 mins: With news that Paraguay have equalised against Slovenia, South Africa will not want to slip further behind, but they continue to pour forward in search of an equaliser.
69 mins: Siyabonga Nomvethe is booked for a clumsy challenge, and when Spain break to the other end, Gaizka Mendieta overhits his intended cross for Raul.
68 mins: Raul is hunting for a hat-trick but fires the free-kick into the wall.
67 mins: Joaquin is posing big problems for Bradley Carnell and the referee's patience with the South African defender runs out as he yellow cards him for his third foul on the Spanish winger.
65 mins: Siyabonga Nomvethe breaks forward and lays a pass into the path of Benni McCarthy who has time and space to take aim from 20 yards, but fires a foot wide of the target.
61 mins: Bradley Carnell up-ends Joaquin for the second time in the space of a minute, and South Africa almost pay a hefty price as Ivan Helguera heads the resulting free-kick just wide.
60 mins: Joaquin is brought down by Bradley Carnell 23 yards out, South Africa stand firm as Lucas Radebe heads Xavi's free-kick clear.
58 mins: Undeterred, South Africa attack again but after Benni Mccarthy does well to knock down a cross, Quinton Fortune is guilty of dwelling on the ball and is robbed by Enrique Romero.
55 mins: South Africa throw men forward in their enthusiasm for a third but they undermanned at the back as Spain break and Joaquin cross for Raul to head his second goal of the game.
South Africa 2-3 Spain
52 mins: Lucas Radebe's next contribution is an even more vital header at the other end as he gets on the end of a corner to nod South Africa level with his first international goal for ten years.
South Africa 2-2 Spain
51 mins: Lucas Radebe stands firm to head away as Raul tries to get on to the end of Joaquin's cross.
49 mins: Qunton Fortune collects the ball 35 yards out but instead of rolling a pass to the unmarked Siyabonga Nomvethe he opts to take on Ivan Helguera who just eases the ball away from him.
47 mins: Teboho Mokoena shows good strength as he rides Xavi's challenge and feeds Sibusiso Zama, but his cross carries too much weight for Benni McCarthy in the middle.
1333 BST: The second half gets under way with neither side making any changes during the interval.
1318 BST: The whistle blows for half-time, with South Africa conceding a second goal at just the wrong time.
Half time: South Africa 1-2 Spain
45 mins: Gaizka Mendieta is body-checked by Cyril Zama a yard outside the South African penalty area.
Mendieta makes them pay by curling his shot around the poorly-positioned wall, leaving Andre Arendse stranded.
South Africa 1-2 Spain
43 mins: Gaizka Mendieta's wild challenge on Sibusiso Zuma does not please the South African, but Mendieta escapes a yellow card.
41 mins: Although a point will suit Spain's purposes they are playing within themselves, although Xavi provides and injection of pace with a shot that deflected off Lucas Radebe for a corner.
38 mins: Fernando Morientes eases into the S African box but Spain are guilty of over-elaboration as his cut-back to Gaizka Mendieta carries too much weight and the momentum is lost.
37 mins:Spain threaten to thread a smart move together until Lucas Radebe steps in to smuggle Fernando Morientes' intended pass away from Raul.
34 mins: South Africa's confidence is buoyed and Sibusiso Zuma's cross is knocked behind for a corner by Enrique Romero.
31 mins: South Africa face being outplayed but find an equaliser from out of the blue.
Siyabonga Nomvethe heads a deep cross back across the face of goal and Benni McCarthy darts in to toe-poke a volley past Iker Casillas.
South Africa 1-1 Spain
30 mins: Andre Arendse atones for his earlier howler with a brilliant sanve froom Fernando Morientes' diving header.
29 mins: Spain are playing with a swagger and Cyril Zama, having already been shown the yellow card, walks a tightrope as he clatters Raul from behind.
27 mins: There is promise for South Africa as they build neatly down the right but it evaporates as Cyril Zama's cross is cut out by the hard-working Gaizka Mendieta.
26 mins: Siyabonga Nomvethe gains possession and runs at the heart of the Spanish defence but he finds Miguel Nadal an immovable object.
25 mins: The first Mexican Wave circles the ground, a sure sign that Spain's superiority is in danger of killing the game as a contest.
23 mins: South Africa's Bradley Carnell pushes forward from the left-back berth but fails to deliver a convincing cross and Ivan Helguera heads comfortably clear.
22 mins: Raul, the arch-predator, uses all his experience to find space between South Africa's central defenders and he is a whisker away from latching on to Joaquin's through pass.
20 mins: South Africa make their first incisive break with Quinton Fortune sliding a pass through for Sibusiso Zuma whose raking low shot forces Iker Casillas to save low down to his right.
19 mins: South Africa keeper Andre Arendse fails to hold a corner and Joaquin's shot defelctes off Cyril Zama for a second corner-kick.
18 mins: Spain are bossing proceedings and Aaron Mokoena stretches to prevent Gaizka Mendieta's delightful through ball finding Raul.
16 mins: Cyril Zama is shown the yellow card for tripping Gaizka Mendieta.
15 mins: Spain are looking comfortably in control as Xavi, Gaizka Mendieta and Joaquin get a grip in midfield.
12 mins: Gaizka Mendieta has been in the wilderness at Lazio, and in international exile. But he sees plenty of the ball and his first-time shot from Joaquin's cross is blocked on the line by Teboho Mokoena.
9 mins: Benni McCarthy's cross is only cleared as far as MacBeth Sibaya whose thumping shot from 20 yards is fisted away Iker Casillas.
8 mins: South Africa win a free-kick on the left but Quinton Fortune's cross is headed clear by Miguel Nadal.
5 mins: Andre Arendse fields a similar through ball, aimed by Curro Torres, to bulid his confidence after his error.
3 mins: Spain take the lead, aided by a howler from goalkeeper Andre Arendse.
Gaizka Mendieta slips an apparently inocuous ball through, but as Arendse spreads himself to gather he spills the ball into the path of Raul who is left with a tap-in.
S Africa 0-1 Spain.
1 min: Miguel Nadal is Spain's captain for the game, and shepherd's the ball out of play as Benni McCarthy tries to progress down the right.
1230 BST:The game begins and a point would suit both sides, guaranteeing South Africa's qualification and Spain's place at the top of the group.
Spain: Iker Casillas, Curro Torres, Ivan Helguera, Miguel Angel
Nadal, Enrique Romero, Gaizka Mendieta, Xavi Hernandez, David
Albelda, Joaquin Sanchez, Raul (capt), Fernando Morientes
South Africa: Andre Arendse, Cyril Zama, Aaron Mokoena, Lucas
Radebe (capt), Bradley Carnell, MacBeth Sibaya, Teboho Mokoena,
Quinton Fortune, Sibusiso Zuma, Siyabonga Nomvethe, Benni McCarthy
Referee: Saad Mane (Kuwait)