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The Roses were made to work hard for their 57-31 victory over the Northern Barbarians in Potchefstroom on Tuesday night.
It was England's second victory on tour after they beat the Southern Barbarians in Kimberley last week.
The Baabaas defended well but they lacked discipline in their tackles.
In the 23rd minute, England took the lead for the first time after eighth man Ben Morgan dove over for a converted try.
England travel to Port Elizabeth later today to begin preparations for the third and final test against the Springboks at Nelson Mandela Bay on Saturday.
