Originally built as Cleveland-class light cruisers (CL) for the United States Navy during World War II, three ships in 1957 were designated to converted to Galveston-class guided missile light cruisers (CLG) and to be fitted with the Talos long-range surface-to-air missile system. During the subsequent retrofits, the aft superstructure of each ship 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, which involved removing two of the three forward dual 5 inch mounts and one of the triple 6 inch turrets, and replacing them with a massively rebuilt and expanded forward superstructure. Galveston, in the non-flagship configuration, retained the Cleveland-class's standard forward weapons: three dual 5 inch and two triple 6 inch turrets.

All three ships were decommissioned to the reserve fleet between 1970 and 1979. In the 1975 cruiser realignment, Little Rock and Oklahoma City were reclassified as guided missile cruisers (CG). The ships were stricken from the Naval Vessel Register between 1973 and 1979.