overwhelming favourites, but that should make Flatts all the more determined in this David versus Goliath clash at Sea Breeze Oval.

It's been 15 years since Flatts last won the cup -- beating Cleveland by eight wickets in the 1980 final -- and they know they will have to produce their best cricket of the season to stand any chance of upsetting the competition's strongest team.

The challengers go into the game with a weaker bowling attack, minus Anthony Edwards and Gary Brangman. They have included three guest players and a colt in medium-pacer Gordon Hollis who will share the new ball with Troy Bean.

In the two matches in which they batted first last year, Bailey's Bay made the opposing bowlers toil, smashing Cleveland for 297 runs and St. David's for 300 with the loss of just three wickets in the first.

First round opponents, Flatts, were spared a long day on the field, but their day was just as miserable as they could only manage 89 on their way to a nine wicket hammering.

Clarkie Trott took five wickets and then Chris Smith and Ricky Hill scored 46 and 35 not out to knock off the winning runs in just 20 overs.

"You always look to better last year's performance,'' said Derek Hurdle, the Flatts chairman. "To win the game we'll have to bowl them out so that's what we'll strive to do.'' That will be a tall order indeed, with Flatts relying on Dwayne Leverock, Vivian Simons, Derek Wright and Brandon Woolridge to back up the early work of Bean and Hollis and captain Troy Dean.

Flatts have made four changes to last year's team, with wicketkeeper Braxton Stowe, Rodney Woolridge, Brandon Woolridge and Hollis coming in for Treadwell Gibbons (injured), Andrew Richardson, Gary Brangman and Anthony Edwards.

The champions have named a strong batting team with veteran Noel Gibbons and Glenn Smith returning from England to keep their places. Their top six will include captain Chris Smith, Cal Dill, Ricky Hill, Charlie Marshall, Glenn Smith and Gibbons with Irving Romaine and Jermaine Outerbridge giving them solid batting down to number eight.

Hill and Marshall put on a record 180 for the third wicket in last year's final, as Marshall became the third player behind cousin Noel Gibbons and Allen Richardson of St. David's to score 1,000 runs in the competition.

Hill finished the series with 237 runs to take his aggregate to 994 so another milestone is expected to be reached today when he joins the exclusive 1,000 club. But for a poorly executed reverse sweep against St. David's colt Wayne Richardson last year when he had 126, he would already have 1,000 runs. That was Richardson's first wicket in the competition.

Clarkie Trott is absent because of work commitments so Dennis Pilgrim comes in to boost the bowling. Anthony Braithwaite and Corey Hill will likely share the new ball with Gibbons, Outerbridge, Pilgrim and Marshall to follow.

The Flatts batting will be led by Millard Bean, Wright, Dean, Rodney Woolridge, Aaron Woolridge, Stowe and all-rounders Brandon Woolridge, Leverock and Simons.

Teams -- Bailey's Bay: Chris Smith, Ricky Hill, Charlie Marshall, Cal Dill, Dennis Pilgrim, Corey Hill, Irving Romaine, Glenn Smith, Noel Gibbons, Anthony Braithwaite, Jermaine Outerbridge. Res: Irving Burgess, Devrae Hollis.

Flatts: Troy Dean, Derek Wright, Millard Bean, Troy Bean, Rodney Woolridge, Aaron Woolridge, Braxton Stowe, Gordon Hollis, Dwayne Leverock, Vivian Simons, Brandon Woolridge. Res: Dale Benjamin, Jon Carey.

Meanwhile, St.George's enter tomorrow's Knockout Cup quarter-final against Willow Cuts at Wellington Oval with a definite score to settle.

The East Enders well remember the highly controversial loss to Cuts in the first round last year when they were shown the door following an apparent one run defeat at the hands of Cuts.

However, that only came about after an error by umpire McDonald Swan resulted in final pair Eugene Foggo and Uroy Fox thinking that there was only one ball left and two runs needed as St. George's stood at 258, while chasing 260.

But after Fox was run out at the bowler's end upon scoring a single, both scorebooks showed that the St. George's batsmen had been misled.

Swan had miscounted the number of balls delivered, forgetting a no ball call by the square-leg umpire during the over.

An appeal by St. George's to nullify the result failed and they were eliminated from the competition.

There is also the matter of an earlier nine wicket league defeat to Cuts, even though it came at a time when St. George's were vastly understrength.

Still, Cuts will not surrender willingly to Graham Fox and his troops and have a capable arsenal to combat any enemy.

Another interesting match tomorrow involves defending champions Bailey's Bay seeking to stay alive for their second piece of silverware, but needing to get past Eastern Counties rivals Cleveland at Sea Breeze Oval.

Remaining games feature Western Stars entertaining Police at St. John's Field and Warwick and Southampton at Southampton Oval.