RAAF Base Amberley had its original beginning when it was announced in the Commonwealth Gazette No 81 of 22 December 1938 that an area of land of about 882 acres (330 hectares) in the Parish of Jeebropilly, County of Churchill had been acquired by the Commonwealth for defence purposes at Amberley, Queensland on 12 December 1938.

In April 1938 Australia's Prime Minister, Joe Lyons, announced extra defence expenditure in response to growing hostilities in Europe. This led to the RAAF's decision in 1938 to base a 'Citizen Force Squadron' in Queensland. The site selection process now began, however this was not a quick process. The acquisition of land for an Air Force Station in Southern Queensland started on 15 July 1938 when the Minister for Defence granted approval for the purchase of 1100 acres of land at Boondall, near Brisbane (close to the Boondall Entertainment Centre) at an estimated cost of £7500 ($15 000), plus £5750 ($11 500) for clearing. Additional information resulted in the abandonment of this proposal because under certain conditions of tide and rain, there was a risk that the area would become flooded. Further investigation was made for a suitable site for an aerodrome in close proximity to Brisbane but only one additional area was found near Zillmere, approximately 10 miles north of Brisbane. However the natural contours of the area created a basin rather than a domed surface and would require considerable expense to drain this land. Also there would always be a tendency for the ground to become soft, boggy and dangerous for aircraft during wet weather conditions.

Based on the assumption that the provision of a good all-weather aerodrome is of first importance in the establishment of an Air Force Station, another area approximately 3 miles west of Ipswich and containing 800 acres of land was considered and recommended to the Air Board as ideal by the Chief of the Air Staff. On 11 November 1938 the Air Board submitted a recommendation to the Minister that this area be purchased as the site for RAAF Station Amberley. It was purchased at an estimated value of £10 800 ($21 600).

A Telegram, with good news for Ipswich, reached Member for Moreton Jos Francis on December 13, 1938. Jos Francis (later Sir Josiah) had been one of the keenest advocates of a RAAF base in the Ipswich area and the telegram told him that his campaign had been successful: a general purpose RAAF squadron, No 24, was to be set up at Amberley near Ipswich. Initially, 300 men were expected to be stationed at the base, with the expectation of this number rising to approximately 500.

The name Amberley was given to the area by Mr James Edwin Collett, a farmer who arrived from Sussex England in the 1850's to settle on a property at 3 Mile Creek west of Ipswich. He called the property "Amberley" after his home town of Amberley, a small village on the River Aron in East Sussex.

The first school in the district opened in 1862 and was named Warrill Creek State School No 115. In 1888 it was shifted to the present site on the Old Toowoomba road and in 1903 it was renamed Amberley State School in recognition of the accepted name for the area. The Amberley State School functioned as a school until 1981 and then became a RAAF training facility.

The original clearing of the land at Amberley for the construction of the airfield was carried out by the contractors Chesterfield and Jenkins (QLD) Pty Ltd. They initially cleared, levelled and graded the area with payment for the job being received in 1941/42 and amounted to the sum of £2248 ($4 500). In 1942/43 the company was responsible for the spraying with tar and bitumen of the first roads and hardstandings which had been constructed by the Mains Road Department and the cost was £3371 ($6 800). In the same year the company did certain work for the United States Army at Amberley at a cost of £7888 ($15 700).

By July 1939, work was well under way and the Federal Minister for the Interior Senator Foll made a tour of inspection with Jos Francis. Tractors and trucks were clearing the landing grounds and the firm Marbarete had just poured foundations for the hangers. Senator Foll took the opportunity to complete the agreement for Ipswich City Council to run a water supply pipe from One Mile to Amberley.

On 17 June 1940, the first two officers arrived and Amberley commenced operations as a RAAF Base with the formation of Station Headquarters and No 24 (General Purpose) Squadron. Squadron Leader S.A.C. Campbell being appointed Temporary Station Commander and Commanding Officer No 24 Squadron. Total strength at this time was 4 officers in Station Headquarters; FLGOFF C.E. Jenkinson, FLGOFF W.S.E. Dods, PLTOFF W.L. Hammond and FLGOFF H.G. Vevy. In No 24 SQN there were 6 officers; the CO plus FLGOFF H.W.J. Mc Donald, FLTLT D.B. Hudson, PLTOFF B.M.H. Palmer, PLTOFF J.I. Stanley and PLTOFF D.P. Chadwick together with 33 Technical NCOs and airmen. The 33 airmen had all been posted in from No 23 Squadron, Archerfield.

Further construction and development of RAAF Base Amberley was now placed in the hands of the 'Allied Works Council' with its 'Civil Construction Corps' and carried out works on the base throughout World War 2.

On 1 July 1940, a further unit, No 3 Recruit Depot was formed with FLTLT J.A. Adams as Commanding Officer. The Depot's function was to run recruit drill courses.

On 4 July the first RAAF Aircraft arrived on base. It was a Moth Minor of No 24 Squadron, No A21-26. 10 July saw the arrival of the first 4 Wirraway aircraft, A20-66, 69, 70, and 71, and a further two Moth Minors. The base was officially inspected on the 17 July 1940 by His Excellency Air Commodore the Right Honourable Sir Leslie Orme Wilson CGST, GCMG, GCIE, DSO Governor of Queensland. By 20 July, guards were stationed for the first time in the new guard post opposite the state school. On 22 July another inspection of the base was carried out, this time by the Minister for Air, J.V. Fairbairn and three days later, on 25 July, 100 recruits marched through Ipswich and took part in a recruiting rally.

September 1940 saw the delivery of 17 Bellman Hangars of which 14 were to be assembled around the large ' C ' shape apron near the runways. Erection of the other 3 hangars was cancelled. Designed to be dismantled and relocated easily, the 17 Hangars were from a batch of some 123 which were cut for assembly by Lysaghts of Newcastle.

With the departure of Squadron Leader S.A.C. Campbell with No 24 Squadron, Flight Lieutenant J.A. Adams assumed temporary command of the station. However Station Headquarters Amberley ceased to function on 21 October 1940 on the formation of No 3 Service Flying Training School (3 SFTS), and its personnel were absorbed into the School which became a separate Air Force Unit within the Central area.