Warwicks resumed on 29-0 and added ten runs before openers Varun Chopra and Ian Westwood were out.
Ian Bell came in and put on 94 along with Darren Maddy before Maddy was out for 40. Jim Troughton came in but only added two runs, so Rikki Clarke joined Bell at the crease and the pair put on 83 runs for fifth wicket which saw Bell out after making 104 from 194 balls including 13 fours and ahead of Hants first innings total.
Richard Johnson went for a duck before Clarke was out for 52 from 107 balls with the score on 264.
Imran Tahir added 20 and Andrew Miller five before Warwicks were all out for 303.
Bad light prevented any more play.