The second USS Tennessee (ACR-10), also referred to as "Armored Cruiser No. 10", and later renamed Memphis, was a United States Navy armored cruiser, the lead ship of her class.

The Tennessee-class cruisers were four armored cruisers built for the United States Navy between 1903 and 1906. Their main armament of four 10-inch (254 mm) guns in twin turrets was the heaviest carried by any American armored cruiser. Their armor was thinner than that of the six Pennsylvanias which immediately preceded them, a controversial but inevitable decision due to newly imposed congressional restraints on tonnage for armored cruisers and the need for them to be able to steam at 22 knots. However, the fact their armor covered a wider area of the ship than in the Pennsylvanias and their increased firepower caused them to be seen by the Navy as an improvement.