She was built in 1774 on the River Medway, was involved in the Nore mutiny and fought at the Battle of Cuddalore (1783) and Battle of Camperdown (1797). The ship was also engaged at the Action of 22 August 1795 off Norway against a Dutch squadron. She then served as the flagship of Vice-Admiral Sir Andrew Mitchell during the 1799 Expedition to Holland. One of her early midshipmen was Robert Faulknor the younger. She fought in the Battle of Copenhagen in 1801 under Captain James Walker and was badly damaged by a hurricane during the Peace of Amiens on crossing the Atlantic to be Vice Admiral Gambier's flagship in Newfoundland before going on to further service in Newfoundland, the Caribbean and the North Sea. She was broken up in September 1810.