Originally built as Cleveland-class light cruisers (CL) in the United States Navy during World War II, in 1957 three ships were re-designated as Galveston-class guided missile light cruisers (CLG) and fitted with the Talos long-range surface-to-air missile system.

During the two-year refit under project SCB 140, the aft superstructure was completely replaced and all aft guns were removed to make room for the twin-arm Talos launcher and a 46-missile storage magazine.

Three large masts were also installed in order to hold a variety of radars, missile guidance, and communications systems.

Little Rock and Oklahoma City were simultaneously converted into fleet flagships under SCB 140A, which involved removing two forward dual 5-inch (127 mm) and one triple 6-inch (152 mm) turrets, and replacing them with a massively rebuilt and expanded forward superstructure.

Galveston was scrapped in the mid-1970s, Oklahoma City was sunk as a target in 1999, and Little Rock is a museum ship in Buffalo, NY.