Mandalay ( or ; Burmese: မန္တလေး; MLCTS: manta.le: [mándəlé]) is the second-largest city in Myanmar, after Yangon. Located on the east bank of the Irrawaddy River, 631 km (392 miles) (Road Distance) north of Yangon, the city has a population of 1,225,553 (2014 census).

Mandalay was founded in 1857 by King Mindon, replacing Amarapura as the new royal capital of the Konbaung dynasty. It was Burma's final royal capital before the kingdom's annexation by the British Empire in 1885. Under British rule, Mandalay remained commercially and culturally important despite the rise of Yangon, the new capital of British Burma. The city suffered extensive destruction during the Japanese conquest of Burma in the Second World War. In 1948, Mandalay became part of the newly independent Union of Burma.

Today, Mandalay is the economic centre of Upper Myanmar and considered the centre of Burmese culture. A continuing influx of illegal Chinese immigrants, mostly from Yunnan, since the late 20th century, has reshaped the city's ethnic makeup and increased commerce with China. Despite Naypyidaw's recent rise, Mandalay remains Upper Myanmar's main commercial, educational and health center.