In 1849, construction began on HM Prison Geelong, a cruciform maximum security prison located on the corner of Myers and Swanston streets.

The gaol officially opened in 1853 but construction continued until 1864 when the building was finally completed. Throughout its 138 year history as a prison, it acted in many different capacities.

In 1865, it was used as an industrial school for girls orphaned on the goldfields. In 1877, sick, injured and old prisoners were moved into a part of the gaol which was used as a hospital gaol. During World War 2, it was used as an Army detention barracks to house soldiers who had committed crimes within the armed forces, and in 1958, it became a training prison, used to train prisoners in skills and trades in an attempt to reduce reoffending.

During its time in operation as a prison, it housed many notable prisoners including Captain Melville (1823 – 1857), Angus Murray (died in 1924) and Mark “Chopper” Read (1954 – 2013) and was the site of four hangings.