From Clay Mills, the road passes through the district of South Derbyshire, passing the grade separated junction with the A5132 for Willington. There is the Derby with Burton services at the Burnaston A50 interchange. The road enters the City of Derby borough north of the Littleover interchange. For nearly , the A38 forms part of Derby's outer ring road, including three roundabouts: Kingsway (or "Grand Canyon") for the A5111; Markeaton for the A52; and Little Eaton (or "Abbey Hill") for the A61 and B6179. The section of road between Kingsway roundabout to just north of Markeaton is urban in nature and thus subject to a speed limit.