Until about 1825, Cheltenham was simply a small market-town, famous for its mild climate and fertile soil, but at this time its medicinal springs were discovered, and it became the fashion for royalty and aristocracy to take the waters. Between 1801 and 1840 the population of Cheltenham increased tenfold. In 1843, Cheltenham College, a proprietary school for boys, was opened. Ten years later, on September 30, 1853, a meeting was held in the house of the Rev. H. Walford Bellairs, who was Her Majesty’s Inspector of Schools in Gloucestershire, and a prospectus was drawn up of “A College in Cheltenham for the education of young ladies and children under eight”. The instruction was to include the Liturgy of the Church of England, grammar, geography, arithmetic, French, drawing, needlework. The fees were to range from 6 guineas to 20 guineas a year, and the capital was to consist of £2000 in £10 shares. The entire management and control were to be in the hands of the founders, the Rev. H. W. Bellairs; the Rev. W. Dobson, Principal of Cheltenham College; the Rev. H. A. Holden, Vice-Principal; Lieutenant-Colonel Fitzmaurice; Dr. S. E. Comyn; and Mr. Nathaniel Hartland. They appointed as Principal Mrs. Procter, the widow of Colonel Procter, and as Vice-Principal her daughter, Miss Procter, who was understood to be the actual head. Mrs. Procter was to furnish the wisdom and stability of mature years, Miss Procter the youth and vigour necessary for teaching. A younger sister held the post of secretary. At first it was intended that the college should be restricted to day pupils, but it was soon found that this would limit its usefulness, and some months before the opening of the school the proprietors had arranged for three boarding-houses, the fees of which were extremely low, being only £40 a year. Cheltenham Ladies’ College was laid on good foundations. The founders had an ardent desire for a thorough and liberal education, and their ideas were well carried out from the very beginning of the school’s career. The teaching appears to have been of a high order, the teachers were people of conscience and ability. In her “History of Cheltenham Ladies’ College,” Miss Beale quotes from old pupils who spoke most highly of the early days. The school was opened on February 13, 1854, in Cambray House, where the great Duke of Wellington had once stayed for about six weeks. It was a fine square-built house with a beautiful garden. By the end of the first year the 100 pupils had increased to 150; the second year also marked an increase. But after that the numbers began to go down, until at the end of 1857 the numbers had fallen to 89, and the capital had begun to diminish. Some disagreement on educational methods then arose between Miss Procter and the Committee, with the result that the former resigned and started another school in Cheltenham, which was continued for thirty years.