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State of Mind is the second studio album to be released by Australian singer Holly Valance, released in Japan on 6 November 2003 (see 2003 in music) by Warner Bros. Records. It is a mixture of dance and '80s electro-pop, some written by Valance herself. The album debuted on the Australian ARIA Albums Chart and the UK Albums Chart at the lower ends of the chart, making it her lowest-selling album (out of two) to date. The album's only single, the title track "State of Mind", was a top twenty hit in Australia, Finland and the United Kingdom.
The album's genre, electro pop, differs slightly from her previous album Footprints (2002), Valance states "It's kind of different 'cos at the time I was listening to rock, I was listening to dance and lots of electro and I loved them all equally. I thought what would happen if we put them all in a pot and see what happens. And the people I was working with at the time really like that idea. So everyone was working on the same level with the same goals in mind. What we wanted to get out of it was a bit darker, a bit harder. It's a very kind of upbeat record and that's what I like to do."
The album debuted on the Japanese Oricon Albums Chart at number twelve with first-week sales of 21,547 copies. In Australia, it entered the ARIA Albums Chart at number fifty-seven and fell to number eighty on its second week, spending only two weeks in the top one hundred. It did not do well in the United Kingdom only peaking at number sixty and only spending one week in the top seventy-five. The first single released from the album "State of Mind" had success peaking at number eight in the United Kingdom and at number fourteen in Australia.
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