Victorian paceman Allan Wise (2-11) removed both NSW openers Greg Mail (six) and Phil Jaques (22) to leave the Blues 42 for two in reply on Tuesday.
NSW captain and Test batting aspirant Simon Katich went to stumps at 13 not out.
Victoria had Jonathan Moss to thank for saving his side from humiliation with a fighting 114, with 13 fours and four sixes.
But apart from Moss and a solid 58 from opener Matthew Elliott, it was a poor batting effort from the reigning champions on a good batting strip.
NSW leg-spinner Stuart MacGill collected 4-103 from 26.3 overs to follow his Man of the Match effort in the tour match against New Zealand.
NSW paceman Matthew Nicholson provided support with 3-47.
In Melbourne (day one): Victoria 235 (J. Moss 114, M. Elliott 58; S. MacGill 4-103, M. Nicholson 3-47) v New South Wales 42 for 2 (S. Katich 13 not out; A. Wise 2-11).