In opening up the highway through the head of the Flinders to the far west, these pioneers were the forerunners of the great wave of settlement that followed on immediately afterwards, notwithstanding the deterrent features of the desert and the poison bush, through which they had to pass with their stock. Up to 1864 the runs that had been stocked on the Upper Flinders downs were Fairlight, by Betts and Oxley with sheep, and Telemon station by Collins and Walpole. This last property is now owned by J. L. Currie, of Melbourne, is mostly freehold, and with the discovery of artesian water, and the introduction of fine wooled sheep, has become a most valuable estate. It consists of open rolling downs, with patches of gidya, a species of acacia. Marathon, on the Upper Flinders, was taken up by R. H. Sheaffe, who for five years represented the Burke district in the Legislative Assembly. The run was sold by him to Kirk and Sutherland, who were in search of grass for their sheep. Marathon is now owned by a Melbourne firm, and by means of artesian wells, carries 200,000 sheep. After being dried out from Afton Downs, John Ranken, a member of a very old colonial family in New South Wales, eventually found his way to Barkly Tableland, where he settled for a time. Afton Downs is situated on Walker's Creek, a tributary of the Flinders on the western side, and is of the usual open rolling downs formation. All these runs, as previously mentioned, were occupied before the discovery of artesian springs, and therefore subject to being periodically dried out. At the present day, with judicious expenditure on artesian wells, and other improvements, this run annually shears close on 100,000 sheep. Following down the Flinders through the great plain country, the next station occupied was Richmond Downs, where a struggling township named Richmond now stands; this was held in 1864 by Bundock and Hays, with cattle from the Clarence River, in New South Wales. They lost many on their way out by pleuro-pneumonia and the desert poison bush already described. Opposite to Richmond Downs, across the Flinders River, Kennedy and Macdonald took up about the same time a run which they called Cambridge Downs, now a large sheep station. All these runs on the Upper Flinders were first settled in 1864, and formed an outpost of settlement by which other pioneers directed their course lower down the river. During 1865 and the following year, another wave of occupation flowed on past these outside stations, and the new pioneers finding country further on, became in their turn a starting point for others, and still the tide flowed outwards and westwards till all available country was taken up. Those who came out during 1864 and 1865 had a serious difficulty to contend with in facing a drier season than has since been experienced up to 1897. The pioneers with their stock were compelled to follow the course of the river, as it was almost