The contract to construct Will Rogers was awarded on 29 July 1963, and her keel was laid down on 20 March 1965 at Groton, Connecticut, by the General Dynamics Corporation's Electric Boat Division.

Will Rogers was based at Groton until 1974 when she shifted to a forward deployment at Naval Station Rota, Spain.

Around this time, she was converted to carry Poseidon ballistic missiles, and her nuclear reactor was modified to use an S3G core 3.

From the latter half of 1978 until November 1991 Will Rogers was forward deployed at Site One in Holy Loch, Scotland.

[1] Deactivated while still in commission, Will Rogers entered the U.S Navy's Nuclear-Powered Ship and Submarine Recycling Program at Bremerton, Washington on 2 November 1992.