Mark Calcavecchia & Chris DiMarco
Ernie Els, David Duval & Angel Cabrera
Woods maintained his composure and after a stop-start front nine
he reacted to a bogey at the 12th with three successive birdies which saw him pull clear of the field.
"I made a couple of putts here and there but I didn't feel
I did anything great," the 25-year-old reflected after completing his round of 68.
As Woods put his run together at the 13th, 14th and 15th holes, those around him seemed to wither in the heat of Georgia.
Angel Cabrera surrendered the lead which he held at 12 under after finding water on 15.
Prior to that error of judgement on his approach shot, the Argentine had played an almost immaculate round which included five birdies - another effort for a two shot lead was within a roll of dropping.
And as Cabrera struggled to a double bogey four holes from home, Mickelson also lost his way with a six at the par four 14th.
DiMarco was not over-awed by playing with Woods
Mickeslon started his round with back-to-back birdies but his putting let him down time and again.
Three putts from four feet on the eighth were but a taste of things to come for the left-hander on the rapier fast Augusta greens.
But Mickelson's par-birdie-birdie finish kept him in touch at the head of the chasing pack
Chris DiMarco and Calcavecchia are a further shot back.
And Els, Duval and Cabrera will resume three shots off the lead.
The overnight leader, DiMarco, put in yet another solid performance and the rookie remained at the fore of the field for much of the day.
In stark contrast Calcavecchia, who resumed at six under, blazed a spectacular trail up the leaderboard on his way to a round of 68.
After making only one birdie on the front nine, the 40-year-old rattled off three in four holes at the start of the back nine.
Calcavecchia saw a putt for a round of 67 slide by the final hole
"I hit a lot of good shots, and on account of my improved putting it's nice to be in the hunt for a Major.
""I have a chance to win, it'll be fun and that's what I play for," the former Open champion concluded.
Els matched Calcavecchia's round of four under but only came into contention after an eagle at the par-five 13th.
"I was pretty pleased with that and although I wanted double figures, nine under's pretty good," the South African said.
Darren Clarke was another player who made impressive progress but his efforts were undone in the final three holes by a brace of double bogeys.
The Ulsterman ended the day as Europe's third placed player behind former Masters champions Jose Maria Olazabal and Bernhard Langer.
The Spaniard finished on seven under, a shot ahead of the German.