This paper will show how the tools of marketing research, marketing, financial analysis and strategic planning were used to assist in the repositioning of the Museum of Victoria. It will show how these tools heightened the realisation that the Museum had to learn to stand in the market place and to provide reasons for consumers to direct their discretionary time and income towards it rather than to available alternatives. Group Discussions, Household and locational surveys brought home to management of the Museum the importance of understanding viewpoints held by their current and potential customers. Interviews with potential commercial sponsors showed the degree of professionalism which would be required to gain support from appropriate bodies. Recommendations were developed for the introduction of the Marketing Role into the Museum structure and for the use of internal and external resources to ensure its effective functioning. A significant aspect of the study was to bring home to the management group the financial implications of the options which it was considering. To this end a series of financial forecasts was developed which showed the likely outcomes of alternative Museum development options. The need was shown for a new approach to Museum funding, including the introduction of an entrance fee for the first time. The various steps in the study led to the production of a Demand Curve for the Museum, the ranking of the development options, and the evaluation of societal benefits of the Museum.