This chapter considers the founding of the Australian Museum (AM) in Sydney and, in more detail, the origins and development of the National Museum of Victoria (NMV) in Melbourne and the South Australian Museum (SAuM) in Adelaide. Australian museums were characteristically founded in each colony by a group of bourgeois dilettante scientists, wealthy businessmen and influential professionals. The dramatic mushrooming of the incipient colony, unmatched anywhere else in the British Empire ensured that a whole range of new institutions were brought into being in the course of the 1850s. The status of New South Wales (NSW) as a penal colony ensured that museum development would be delayed until the necessary elite group had formed. The territory that became the colony of Victoria was first settled in the mid-1830s when pastoralists arrived in the Port Phillip region from both NSW and Van Diemen's Land.