Victoria's first country railway was built by the Geelong & Melbourne Railway Company. Funded largely by British shareholders, construction commenced from the Geelong end in 1854 but made slow progress due to labour shortages caused by the goldrushes. The 38½-mile (62 km) line finally opened with gala celebrations on 25 June 1857.
Because the line terminated at Greenwich (near Newport), passengers were initially obliged to transfer to a steamer at Williamstown for connection to Melbourne or the Sandridge Railway Pier. This situation was finally relieved with the opening of the Williamstown Railway in January 1859, but the Geelong Railway continued to operate at a loss and sold out to the government for £800,000 in June 1860.