USS Massachusetts (BB-59) is the third of four South Dakota-class fast battleships built for the United States Navy in the late 1930s. The first American battleships designed after the Washington treaty system began to break down in the mid-1930s, they took advantage of an escalator clause that allowed increasing the main battery to 16-inch (406 mm) guns, but refusal to authorize larger battleships kept their displacement close to the Washington limit of 35,000 long tons (36,000 t). A requirement to be armored against the same caliber of guns as they carried, combined with the displacement restriction, resulted in cramped ships, a problem that was exacerbated by wartime modifications that considerably strengthened their anti-aircraft batteries and significantly increased their crews.

The South Dakota class was a group of four fast battleships built by the United States Navy. They were the second class of battleships to be named after the 40th state; the first were designed in the 1920s and canceled under the terms of the Washington Naval Treaty. Four ships comprised the class: South Dakota, Indiana, Massachusetts, and Alabama. They were designed to the same treaty standard displacement limit of 35,000 long tons (35,600 t) as the preceding North Carolina class and had the same main battery of nine 16"/45 caliber Mark 6 guns in three-gun turrets, but were more compact and better protected. The ships can be visually distinguished from the earlier vessels by their single funnel, compared to twin funnels in the North Carolinas.