Nathan Astle compiled his 10th Test century and Brendon McCullum made 99 as New Zealand piled up a total of 561 against Sri Lanka in Napier.
They put on 129 for the sixth wicket after first day centurion Hamish Marshall had been out for 160.
Astle struck 17 fours in his 114 before he was caught off Chaminda Vaas, while McCullum was lbw to Lasith Malinga.
Pace bowler Malinga finished with 4-131 for Sri Lanka, who reached 48-0 off 12 overs in reply at close of play.
Sanath Jayasuriya ended the day 31 not out, with skipper Marvan Atapattu on 14, but the tourists will hope the McLean Park pitch remains benign as they look to avoid the follow-on.
New Zealand resumed on 267-3 and progressed to 312 before Marshall departed, caught at mid-on by Vaas off Malinga, after making the highest score of his career.
He batted for almost five and a half hours in total and hit two sixes and 22 fours to surpass the 146 he made recently against Australia.
Sri Lanka were soon celebrating again as the next over saw Nuwan Kulasekera claim his first wicket in Test cricket when Lou Vincent edged a catch to slip and was out for a duck.
Astle and McCullum saw off the mini-crisis and proceeded to bat positively, taking the score to 446 before the former was taken by Jayasuriya to give Vaas his second success of the innings.
It did not halt the flow of runs, however, as James Franklin joined McCullum and proceeded to play the best innings of his short Test career.
They added 41 before McCullum fell agonisingly short of a second Test century after collecting two sixes and 10 boundaries, but Franklin went on to pass 50 for the first time.
He reached 55 before he was last man out, caught off left-arm spinner Rangana Herath, who also removed Paul Wiseman for 27.
The other wicket to fall was Kyle Mills, who was bowled by Malinga for four.
New Zealand: Stephen Fleming (Capt), Craig Cumming, James Marshall, Hamish Marshall, Lou Vincent, Nathan Astle, Brendon McCullum, James Franklin, Kyle Mills, Paul Wiseman, Chris Martin.
Sri Lanka: Marvan Atapattu (captain), Sanath Jayasuriya, Kumar Sangakkara, Mahela Jayawardene, Thilan Samaraweera, Tillakaratne Dilshan, Upul Chandana, Chaminda Vaas, Nuwan Kulasekara, Lasith Malinga, Rangana Herath.
Umpires: Darrell Hair (Australia), Steve Bucknor (West Indies).