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Ballarat (pronounced /ˈbæləræt/) is a city in the state of Victoria, Australia, approximately 105 kilometres (65 mi) north-west of the state capital Melbourne situated on the lower plains of the Great Dividing Range and the Yarrowee River catchment. It is the largest inland centre and third most populous city in the state and the fifth most populated inland city in Australia. The estimated urban area population is 96,000. It is the administrative centre for the City of Ballarat, which encompasses both the urban area and outlying towns spanning an area of 740 square kilometres (290 sq mi). Inhabitants of Ballarat are known as Ballaratians.
It was named by Scottish settler Archibald Yuille who established the sheep run called Ballaarat in 1837 with the name derived from local Wathaurong Aboriginal words for the area, balla arat, thought to mean "resting place". The present spelling was officially adopted in 1996.