Victorians are inspecting the damage caused by howling overnight winds that exceeded 100km/h.
Gusts peaked at 112km/h in the state's southwest while Melbourne recorded winds of 100km/h at Tullamarine Airport.
An airport spokesman on Friday morning said the wild winds hadn't impacted on operations yet - but travellers are advised to to allow extra time when heading to Tullamarine in case conditions worsen.
About 2500 homes are without power and the SES has received more than 120 calls for assistance - mostly for fallen trees.
The winds are expected to last until late Friday morning in Melbourne with rain then setting in for the rest of the day.
A severe weather warning for damaging winds is in place in the state's central and east forecast districts.
It's Victoria's third severe weather event in as many weeks.
On Sunday around 1000 homes in Melbourne's east were without power while a week earlier a woman died when a tree fell on her home after destructive winds resulted in almost 130,000 homes losing electricity.
