Queenstown - England's top order collapsed to give a New Zealand XI hope of an unlikely victory on day three of a four-day warm-up match in Queenstown on Friday.
After resuming their first innings on 224, the New Zealanders declared at seven for 349, with BJ Watling (66) and Corey Anderson (67) adding useful runs to the overnight total.
England's top order failed to cope with the new ball and the tourists were reeling at four for 67 after just 18 overs, with Nick Compton out for one and Kevin Pietersen managing just eight after his first innings total of 14.
Matt Prior (68) and Ian Bell (38) steadied the innings but a late flurry of wickets in the final session saw England at nine for 256 by stumps, despite an unbeaten 41 off 54 balls from Graeme Swann.
Mark Gillespie was the pick of the New Zealand bowlers, ending the day with four wickets off 16 overs to stake his claim for a berth in the three-Test series beginning in Dunedin next Wednesday.
New Zealand head into the final day trailing by 333 and will be looking for an early wicket so they can begin their run chase.