The present Penang State Museum building which is located in Farquhar Street was originally completed in 1897 and occupied by the Penang Free School. In 1965, the Penang State Museum & Art Gallery was established and occupied the present premise. However, the museum has now outgrown itself and is faced with a general shortage of space and supporting facilities. Due to the constraint of the present premise to expand, a new 3.06 acres site in the precint of the Esplanade is chosen. The site houses two existing vacated buildings; Town Hall & City Hall in which are to be used for the relocated of the State Art Gallery and State Museum respectively. The new setting has many advantages. It is located at the hub of the historical precint in Georgetown beside fronting the open field and Fort Cornwallis beyond. The site is also readily accessible to the community and is within the busy commercial areas. It is a place for all people; restfull during the day with leisurely activities such as people sitting and sleeping under the shadows of the swaying trees; switching slowly into a more active pace when the sun sets with sports activities the people strolling. Finally, when dusk falls, the same spot begins to light up and hawkers converge to the area slowly. This subtle change of pace and activities attract people from all walks of life. This thesis attempts to convert City Hall and Town Hall into the museum and Art Gallery respectively incorporating modern facilities needed in a contemporary museum and Art Gallery which would in turn act as a catalyst that will inject life and tie the building, site and its surrounding context together. The thesis is carried out in an analytical approach wheeby design clues are greatly controlled by the existing fabric, site and context. As a whole, the thesis addresses two issues. The first one, being the micro aspect deals with the methods of including modern facilities into the two old buildings and successfully tying them as one. The second issue which concern the macro context, attempts to blend the whole design into the sensitive Esplanade context. The brief's analysis reveals that a new block is needed apart from the two existing buildings. This poses both an interesting as well as difficult problem in the thesis for it implies the emergence of a third mass. Thus, the design problem now centres on a location and physical manifestation of this particular third block. Consequently, the context is critically analised and a conceptual outline of zoning and images is formed. The analysis revealed that the central space between Town Hall and City Hall is where all the site force converge and explode. Due to the fact that the central block will house the administration of the museum and the focal point of all site forces, logically, the new block will be placed in the centre and becomes the most prominent part of the development. Therefore, the central block is perceived as a connector. It is the clue and the heart of the development. In the micro context, the central block fulfiles the missing requirement for the function of the Art Gallery and museum; it is the main entrance, the link (public and service), the brain for museum and future heart of the chain museum. In the macro context, the central block is perceived as the wall that defines the formal zone and cultural zone of the Esplanade. It is the termination of the axis from the fort, the backdrop for parades in the field and the controlling facade at the cultural plaza. The whole design echoes the concept of contrast in unity; the contrast between formal and informal spaces, classical and modern spaces, classical and modern spaces, joy and seriousness, hecticness and silence, active and passive come into play with volume, material. light to create a balance and dynamic whole. With this synthesis of the new and old, measurable and the unmeasurable the new the new Pahang State Museum will fully express its role as a public, cultural, educational and information centre, revitalizing the city and creating a dynamic 'PLACE' for the people.