USS Albany (CA-123), an Oregon City-class cruiser, was converted at Boston Naval Shipyard starting in January 1959 and recommissioned as CG-10 on November 3, 1962.

USS Chicago (CA-136), a Baltimore-class cruiser, was converted at San Francisco Naval Shipyard starting in July 1959 and was recommissioned as CG-11 on May 2, 1964.

Columbus was converted at Puget Sound Naval Shipyard beginning in September 1959 and recommissioning as CG-12 on December 1, 1962.

For anti-submarine warfare (ASW), one eight-cell Mk 112 "matchbox" ASROC missile launcher was installed amidships on each of these cruisers, located between their two stacks.

In the late 1960s Chicago and Albany underwent major engineering overhauls under SCB 002 and both the missile systems (Talos and Tartar) had new digital fire control system upgrades to handle the increasing threat from Soviet Navy anti-ship cruise missiles and aircraft, although Chicago did not receive all of the changes that Albany received.