England 14 Australia 28:Martin Johnson was a frustrated onlooker as Australia retained the Cook Cup with a 28-14 win at Twickenham, largely thanks to an ill-disciplined performance from England.

England gave away 10 penalites - seven in kicking range and all but one gratefully accepted by Australia fly-half Matt Giteau, who finished with 20 points.

Nick Easter's try late in the first half and a drop-goal from Delon Armitage had helped England earn a 14-12 lead early in the second half.

England enjoyed 61 per cent of possession overall - but the Wallabies were smarter and pulled clear again, with a long-range penalty from Stirling Mortlock and a late try from full-back Adam Ashley-Cooper.

The Wallabies succeeded in neutralising England's tight-five and there was no repeat of the destructive performance which had accounted for Australia in last October's World Cup quarter-final.

Hooker Lee Mears admitted England had plenty to work on after losing 28-14 to Australia at Twickenham.

England led 14-12 early in the second half before the Wallabies pulled away to score 16 unanswered points.

"We are very disappointed, I thought we did some good stuff but were on the end of a tough game," Mears told Sky Sports 2. "We were better than that (a 14-point loss) but on the day they executed well and every time they got in our half they ended with points.

"They were the better side on the day and won the game. They were more composed and did a better job.

"We did some good stuff but made some bad decisions which cost us. As always you have things to work on for next week."

Australia's Matt Giteau felt his side's experience was key.

"England played smart rugby, we just looked to kick in behind and in the end it worked out for us," he said. "At times it felt we were losing the grip on the game a bit and we had to regroup."