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 reclassified ACV-38 on 20 August 1942, and CVE-38 on 15 July 1943. 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).

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