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 Providence-class guided missile light cruisers (CLG) and fitted with the Terrier surface-to-air missile system.

During the two year refit under project SCB 146, the aft superstructure was completely replaced and all aft guns were removed to make room for the twin-arm Terrier launcher and a 120 missile storage magazine.

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

Providence and Springfield were simultaneously converted into fleet flagships under SCB 146A, 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.

The ships were stricken from the Naval Vessel Register between 1974 and 1980, and eventually sold for scrap.