The 1938 British Empire Games were the third British Empire Games, the event that evolved to become the Commonwealth Games. Held in Sydney, Australia, from 5–12 February 1938, they were timed to coincide with Sydney's sesqui-centenary. Venues included the Sydney Cricket Ground, the North Sydney Olympic Pool and Henson Park. An estimated 40,000 people attended the opening ceremony. A men's residential village was established within the grounds of the Sydney Showground, while the female athletes were housed in hotels.