The Barwon Heads Road Upgrade focused on improving a critical section of Barwon Heads Road between Barware Road and Marshalltown Road, south of Geelong. The project involved widening 1.1 kilometres of the road from two lanes to four, constructing a new bridge over the railway line at Marshall to eliminate the level crossing, and enhancing safety with a dedicated walking and cycling path. A service road was also constructed to connect Norcott Road and Barwon Heads Road, while new street lighting, signage, drainage, and landscaping was installed.

Key engineering improvements include a redesign of the bridge from a one-span to a three-span structure, reducing ground improvement works, and minimizing the need for utilities relocations. These changes will also help maintain traffic flow during construction, allowing for the bridge to be built offline with minimal disruption. The project aims to improve traffic safety, enhance local access, and reduce congestion, significantly benefiting the growing Geelong region.