HMAS MELBOURNE was one of six 'Majestic' class aircraft carriers which were laid down in 1943, and was in fact laid as HMS Majestic for the Royal Navy. Construction of the Majestic class was suspended in May 1946. In 1947, the Australian government having decided to acquire two aircraft carriers, two of the class, HMS Majestic and HMS Terrible (later HMAS Sydney) were transferred to the Royal Australian Navy. Work resumed on Majestic in 1949 and on 28th October, 1955 she was renamed Melbourne and commissioned in the RAN.

Melbourne sailed from Glasgow for Australia on 11th March, 1956, reaching Sydney within two months, and bringing with her 808, 816 and 817 Squadrons (the first with Sea Venoms and the remaining two with Fairey Gannets). She also carried Bristol Sycamore helicopters. In 1958, 817 Squadron disbanded, and that October, 805 Squadron (Sea Venoms) was embarked. 808 Squadron was subsequently disbanded. 805 Squadron was disbanded, to be replaced by the re-formed 817 Squadron in 1963, with Westland Wessex helicopters. 816 was equipped with Sea Venoms in 1964, in addition to its Fairey Gannets.

On 10 February 1964 Melbourne was involved in the tragic collision with the 'Daring' class destroyer, HMAS Voyager off Nowra, New South Wales. 82 lives were lost as Voyager sank, out of a crew complement of 317. Among those lost were Voyager's commander, Capt. Duncan Stevens. From 1959 through to the late 1960s, Melbourne served in the Far East Strategic Reserve. She took part in exercises and escorted HMS Sydney (then used to ferry troops and vehicles) to Vietnam. In 1967, 816 and 817 Squadrons were disembarked and 816 was disbanded. That September Melbourne sailed to the United States, taking on board new Douglas Skyhawk and Grumman Tracker aircraft for the reformed 805 and 816 Sqns. respectively, before returning to Australia for a major refit which kept her in dock for most of 1968. Melbourne left for the Far East in May 1969 equipped with Skyhawks of 805 Sqn., Trackers of 816 Sqn., and Wessex's of 817 Sqn....A Fairey Gannet just after landing on HMAS Melbourne".

Within the month, Melbourne was involved in another disaster. Early on the 3rd of June, in the course of an exercise in the South China Sea, Melbourne and the USS Frank E. Evans collided, with the loss of 74 crew of the smaller ship. Unarguably tragic as the event was, the crew of Melbourne were nonetheless officially recognised for their subsequent rescue actions by the US government.

Melbourne continued to exercise in Far Eastern waters, until a major refit which lasted for most of 1971. She then took on board 805, 816 and 817 Squadrons in September, and participated in joint exercises near Hawaii in November. She took part in a series of exercises over the next few years, underwent a further refit in 1973, and visited California in 1974.

When Darwin, Northern Territory, was devastated by Cyclone Tracey on Christmas Day 1974, Melbourne sailed from Sydney the next day to assist with a large cargo of urgently needed supplies.

When Australia took delivery of the Westland Sea King helicopter in 1975, they were allocated to 817 Sqn. aboard Melbourne, as well as being assigned to land base at Nowra. After another refit in 1975-76, 805, 816 and 817 Squadrons embarked, and Melbourne was involved in further exercises. Exercise "KANGAROO II", in October 1976 saw Melbourne operating with USS Enterprise.

Early in 1977 Melbourne collected 16 Grumman Trackers from the US, to replace ten of the aircraft lost in a hangar fire at Nowra the previous December. In May 1977, she sailed with the guided missile destroyer HMAS Brisbane, bound for England to take part in the celebration of the Queen's Silver Jubilee.

She remained in Australian waters, with two more periods in dock, one including a substantial refit. Melbourne continued to take part in exercises and occasional rescue tasks until 1981, when she put in to Sydney for maintenance. During this period it was decided to decommission her, and this occurred on 30th June, 1982. By then she had spent 62,036 hours underway and steamed 868,893 nautical miles.

She lay at moorings in Sydney Harbour, awaiting disposal, and after sale to a private Australian company in June 1984 fell through, she was finally sold in February 1985, to China United Shipbuilding Company for $1.4 million. She was finally broken up in Dalian, China.