Old books, coins, kitchenware, furniture, china, glass and copperware were among the countless items for sale.

Now in its 40th year, the fair's reputation has grown, with some visitors coming from England, America and France.

Fair organiser Patricia Cubeta, 87, has been the driving force behind the event since it began.

Mrs Cubeta said the fair started in 1976 out of necessity to raise money to fix the Burke and Wills Mechanics Institute hall, which was in danger of closure.

The fair consisted of only two stalls back then - tiny compared to the 217 stalls this year.

The Burke and Wills hall stands in the centre of the fair and is the most sought-after location to hold a stall. 

Mrs Cubeta said positions rarely became available, usually only when a trader died.

Some traders spend decades on a waiting list before they finally make it into the hall. 

Friend Joan Hooper said Mrs Cubeta was a "marvel" because she knew exactly where every stall was and what it sold.

"Nothing daunts this lady, nothing," Mrs Hooper said.

Long time antique trader Hugh Webb has been selling antiques, mostly 19th century kitchenware, for 40 years.

He's only been at the Fryerstown event for three years, but has a long history selling at flea markets in Europe, including the famous Portobello Road in London. 

Mr Webb said he was one of the few professional traders at the fair, compared to the majority who sold items as a hobby or side-business.

He said antique dealers were lay historians because they had to know the stories behind the items they sold. 

Friends Sandra Brown and Ruth Dean travelled from the Mornington Peninsula to Fryerstown for their fifth annual girls weekend away. 

Ms Brown was looking for Cornishware and china for her collection plus any other 'knick knacks' that took her fancy.