HMS Surprise was a 38-gun frigate of the Hebe class of the Royal Navy, although all these Fifth Rate frigates were re-classed as 46-gun under the general re-rating of February 1817, from when carronades on the quarter deck and forecastle were included in the rating. She carried a complement of 284 officers and ratings, and a primary armament of 28 eighteen-pounder guns on her upper deck, with 8 nine-pounder guns (and 6 32-pounder carronades) on her quarterdeck and 2 nine-pounder guns (and 2 more 32-pounder carronades) on her forecastle.
The Surprise was ordered on April 10, 1809, and her keel was laid down at Milford Dockyard in Pembrokeshire in January 1810. She was launched on July 25, 1812, and sailed round to Plymouth Dockyard to be completed. Fitting out took place between August 9th and December 1, 1812, and she was commissioned in September 1812 under the command of Captain Sir Thomas John Cochrane, sailing for the West Indies on December 19, 1812. She measured 150 feet 4 inches on the gun deck, with a breadth of 40 feet and a half-inch, and a depth in hold of 12 feet 9 inches, giving a tonnage of just over 1,072.
Under Cochrane's command, she served initially on the Leeward Islands, where she captured the American 12-gun privateer Decatur on January 16, 1813, and subsequently on the North American station during the War of 1812. From June 1814 she was commanded by Capt. George Knight and was present at the bombardment of Fort McHenry in September 1814. She paid off out of commission into Ordinary (i.e. reserve) in August or September 1815. By 1822 she had been reduced to a hulk at Milford, but was then fitted out at Plymouth as a convict hulk to be stationed at Cork, where she remained until sold (for £2,010) there in 1837.