Geelong is a port city located on Corio Bay and the Barwon River, in the state of Victoria, Australia, 75 kilometres south-west of the state capital, Melbourne. It is the second most populated city in Victoria and the fifth most populated non-capital city in Australia. The urban area runs from the plains of Lara in the north to the rolling hills of Waurn Ponds to the south, with the bay to the east and hills to the west, an area with an estimated population of 160,891 people.