[2] She was initially ordered from Portsmouth Dockyard on 12 September 1833 as a 110-gun Queen-class ship of the line, under the name HMS Royal Sovereign.

The order was suspended on 7 May 1834, but was later renewed, this time under the name HMS Royal Frederick, a change in name which took place on 12 April 1839.

She was laid down on 1 July 1841, but work commenced slowly, and on 29 June 1848 she was re-ordered to a modification of the Queen-class design, still powered by sails alone.

Conversion work began on 28 May 1859, and the ship was renamed HMS Frederick William on 28 January 1860, shortly before her launch on 24 March that year.

From 1 July to 31 December 1864, she served as a Coast Guard Service Home Station, at Portland, replacing HMS Colossus.