The Pallas-class frigates were a series of three frigates built to a 1791 design by John Henslow, which served in the Royal Navy during the French Revolutionary and Napoleonic Wars. The trio were all dockyard-built in order to use spare shipbuilding capacity. The orders were originally assigned in December 1790 to the Royal Dockyards at Plymouth and Portsmouth, but in February 1791 the orders were transferred to Chatham and Woolwich Dockyards respectively. They were the first and only 32-gun Royal Navy frigates designed to be armed with the eighteen-pounder cannon on their upper deck, the main gun deck of a frigate.