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, 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, 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. Topeka, in the non-flagship configuration, retained the Cleveland-class's standard forward weapons: three dual 5-inch (127 mm) and two triple 6-inch (152 mm) turrets.
A similar pattern was followed in converting three other Cleveland-class ships (Galveston, Little Rock, and Oklahoma City) to operate the Talos surface-to-air missile system, creating the Galveston class. Little Rock and Oklahoma City were outfitted as fleet flagships, but Galveston was not.
Like the Galveston class cruisers, the Providence class ships suffered from serious stability problems caused by the topweight of the missile system, requiring the use of ballast to improve stability. The cruisers also suffered from hogging of the hull.