USS Carnegie (CVE-38) (previously AVG-38 then later ACV-38) was an escort aircraft carrier built in 1942-43 for transfer to the United Kingdom.

She was commissioned on 9 August 1943 for a period of three days prior to being turned over to the United Kingdom, under whom she served as HMS Empress (D42).

These ships were all larger and had a greater aircraft capacity than all the preceding American built escort carriers.

[1] Propulsion was provided a steam turbine, two boilers connected to one shaft giving 9,350 brake horsepower (SHP), which could propel the ship at 16.5 knots (30.6 km/h; 19.0 mph).

On 28 January 1946, she was restored to United States custody, was stricken from the Naval Vessel Register on 28 March 1946 and was sold for scrap 21 June 1946.