Ballarat /ˈbæləræt/ is a city located on the Yarrowee River and lower western plains of the Great Dividing Range in the state of Victoria, Australia, approximately 105 kilometres (65 mi) west-north-west of the state capital, Melbourne. It is the third most populous urban area in the state, with a population of 96,940 It is the state's most populated inland settlement, and fifth most populated inland settlement in Australia.