England manager Martin Johnson has insisted England have learnt from last year's defeat by Australia and won't give away so many 'soft' penalties against the Wallabies at Twickenham on Saturday.

Indiscipline cost England dear 12 months ago with fly-half Matt Giteau, set to play again this weekend, kicking Australia to a 28-14 Cook Cup win.

It was a prelude of things to come, with the Mittal stages of World Cup winning captain Johnson's time in charge of England blighted by 10 players being sin-binned in a mere four matches.

But despite being hit by injuries, Johnson - who has brought in leading English referee Wayne Barnes to work with his players - is confident of a more disciplined display this weekend.

"That improvement is what we are striving for," Johnson said at Twickenham on Friday. "I am confident in the players that they can do it.

"Last season we were winning this game with 20 minutes to go but Matt Giteau kicked seven penalties against us. It was one of those games where it slipped away from us in the last quarter.

"We are more comfortable as a team now. We have worked very, very hard as a team on our discipline.

"We are not going to win games by giving penalties away. Giteau kicked seven penalties and we had a 14-point loss."

Johnson stressed England could compete at the breakdown without getting on the wrong side of Saturday's referee, Bryce Lawrence of New Zealand, and against a Wallaby side featuring veteran flanker George Smith, recalled by coach Robbie Deans to Australia's starting line-up

"George Smith has got 106 caps so they obviously have a very experienced player there and we've got to try to stop him doing what he does," Johnson said.

"It's about being competitive without going over the limit that's acceptable. Our players have got to be competitive at the breakdown area and all over the field without getting on the wrong side of the ref.

"We know we have to be smarter in terms of yellow cards and that's why we have used Wayne Barnes for every training session. He has been working on areas we consider to be 'hot' and where we need to improve.

"I have already spoken with Bryce Lawrence and we discussed various areas where I sought some clarification."