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The severe weather from Sunday evening into Monday is expected to bring destructive winds averaging 60-70kph and gusts up to 100-130kph.
A strong cold front is approaching the south-west coast of Victoria and is expected to move into the centre of the state towards the metropolitan Melbourne area at about 2am on Monday morning.
Gusts are expected to continue across the state for much of Monday until the evening, with the severity likened to a Category 2 cyclone.
There are Watch and Act alerts in place for Victoria's south-west coast, a stretch of coast from Melbourne's south-eastern suburbs to Wilsons Promontory, and for the state's north-east ranges.
It comes after a week of wild weather which left 600 homes damaged and more than 35,000 homes without power.
Strong winds brought down a tree in Glen Iris on Sunday night. (Supplied)
Homes were also flooded in Gippsland in the state's east.
Emergency Management Commissioner Rick Nugent called on Victorians to plan for further power outages.
"It is almost certain [the weather] will result in more power outages, plan for up to 72 hours," Mr Nugent said.
"Charge your mobile phones, have access to a radio, have access to a torch."
Another cold front is expected to arrive on Wednesday, but is not expected to be as strong.
Victorians warned to stay out of water amid dangerous surf conditions
State Emergency Service (SES) chief officer Tim Wiebusch said now was "not the time" to be near the water, saying swimming and fishing would be far too dangerous in the coming hours.
Mr Wiebusch said the severity of the approaching weather was rarely seen.
"[We see it] every three to five years... 2021 was the last time we saw winds of this ferocity," he said.
"This is one of the most significant weather events we will see this calendar year in Victoria."
Emergency services are also warning of damaging surf conditions in south-west and central parts of the state between the South Australian border and Cape Otway.
Beach conditions are expected to be dangerous and people are being warned to stay out of the surf and away from surf-exposed areas and cliffs.
Winds and waves whipped Port Lonsdale Pier around 3pm on Sunday. (Supplied: Dean Miller)
The weather this week has also claimed two lives, with one driver killed by a falling tree and one man who drowned in Port Phillip Bay near Rye amid choppy conditions.
The largest waves are expected to arrive from late Sunday evening at places like Warrnambool, Portland and Nelson, and will peak during morning.
Port Lonsdale Pier is a popular fishing spot on the tip of the Bellarine Peninsula, on Victoria's south coast. (Supplied: Dean Miller)
Duty forecaster Ricus Lombard from the Bureau of Meteorology said there would be "abnormally high tides" and swells were forecast as high as eight metres.
"We've also got the marine warning getting up to storm force from the west late tonight, but it's mostly tomorrow morning as that system tracks through the Bass Strait. You're getting up to 50 to 55 knots over the waters as well," Mr Lombard said.
Victorians have been told to avoid the water as severe weather approaches overnight. (ABC Open contributor susan_brunialti)
SES crews on high alert
SES state duty officer Erin Mason said crews were on alert ahead of the worsening weather.
"Our units have been very busy over the last five or six days or so but we do have really highly-trained volunteers. They're ready to support their communities in times of emergency and we'll continue to do so as we see this most significant cold front come across this evening," Ms Mason said.
The SES is warning people to stay off the roads during the wild weather and secure loose objects around the house.
"They can become missiles with the winds that might pick them up. We've already had lots of trampolines that have ended up in neighbours' backyards."
You can follow the latest warnings on the ABC Emergency website.