Phil Jaques plundered another century off the ring-rusty England attack to lead New South Wales to 325 for five on the first day of the tour match on Sunday.
Jaques, who scored a hundred to help the Prime Minister's XI crush England in their opening game on Friday, made 107, Simon Katich 68 and Michael Clarke 50 as England's bowlers strove to find their form.
It could have been worse for the touring side after New South Wales reached 193 for one, and England fought back well in the final session to limit the score on an excellent batting pitch.
Spinner Ashley Giles took two wickets and Steve Harmison, James Anderson and Monty Panesar one each. England captain Andrew Flintoff bowled 15 tidy overs for 52 runs as he continued his comeback from injury.
New South Wales dominated the morning session after winning the toss and cantered to 125 for one at lunch.
Jaques took advantage of a wayward opening spell from Harmison with a succession of fluent attacking strokes, and England's only success came when opener Ed Cowan chopped Harmison on to his stumps for 26.
Katich and Jaques then shared a second-wicket partnership of 155, the former surviving a scare on 14 when he was dropped by Marcus Trescothick at first slip off Flintoff.
Jaques struck 11 fours and two sixes from 141 balls before he was well caught above his head by Harmison at deep mid off trying to loft Giles over the infield for another boundary.
Katich was also dismissed by Giles before tea, attempting to heave the experienced slow left-armer over mid-wicket and picking out Kevin Pietersen, who made ground quickly to his right and clutched the ball at full stretch just inside the fence.
Clarke, hoping to earn a place in the Australia team for the first Ashes test in Brisbane next week, started cautiously and he lost partner Aaron O'Brien with the total on 224.
O'Brien tried to cut a short wide ball from Anderson and Trescotchick atoned for his earlier spill with a sharp catch at first slip.
Clarke and Daniel Smith shared a comfortable fifth-wicket partnership of 65 and the former had just reached his half century when he prodded weakly at Panesar to give Trescothick a more comfortable catch.
Giles was the pick of the England bowlers with figures of two for 46 from 15 overs. Anderson bowled an erratic first spell, conceding 39 runs from seven overs, but was much better in the afternoon when he completed eight tight overs for only six runs.
Panesar took one for 54 from 18 overs, Harmison one for 76 from 15 and Matthew Hoggard none for 51 off 12.
Smith was unbeaten on 36 at the close with Moises Henrique on 25.