Stephen Fleming led the way with an unbeaten 96 after the BLACKCAPS forced the Rest Of South Africa XI into a dramatic collapse on the second day of their tour match in Benoni.
The hosts had the better of the opening day at Willowmoore Park, with Neil McKenzie and JP Duminy completing centuries to help their side to 355 for three.
However, they lost their last seven wickets for forty runs as the BLACKCAPS removed them for 395.
Only four runs were added in 4.1 overs before Chris Martin removed Duminy (127). In his next over, the Winsor Cup winner removed David Jacobs (4) and the wickets fell in quick succession.
James Franklin claimed four wickets for 80 runs and claimed a run out, with Martin taking two for 78 and Jacob Oram one for 46, with 10 maidens from his 21 overs.
Michael Papps (six) and Jamie How (11) began the reply, but were removed in seven overs as the tourists fell to 26 for two.
But Peter Fulton and Stephen Fleming reprised their burgeoning partnership at the crease, building on their fine stand against the West Indies in Wellington.
Fleming took the lead, ending the day four short of a century off a run a ball, while Fulton’s patient 36 came off 127 deliveries as they put on 133 as the BLACKCAPS stood on 159 for two at the day’s end.