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Ballarat 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. Ballarat 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 third most populated inland settlement in Australia. The City of Ballarat local government area encompasses both the Greater Ballarat urban area and outlying towns, with an area of 740 square kilometres (290 sq mi), and has an urban area population of 93,501. Ballarat is its most populous urban centre, seat of local government and administrative centre.