USS San Francisco (CL/CA-38), a , was the second ship of three of the United States Navy named after the city of San Francisco, California. Commissioned in 1934, she was one of the most decorated U.S. ships of World War II, earning 17 battle stars and the Presidential Unit Citation.

Like most of her sister ships, she saw extensive action during the Guadalcanal campaign. San Francisco survived the battle of Cape Esperance without damage and helped to sink the heavy cruiser Furutaka and the destroyer Fubuki and cripple the heavy cruiser Aoba, before partaking in the Naval Battle of Guadalcanal, during which she was heavily damaged and her captain and admiral killed. Earlier in the battle she mistakenly fired on the light cruiser , causing serious damage and inflicting numerous casualties.

Decommissioned immediately after the end of the war, she was sold for scrap in 1959.

Her bridge wings, damaged during the Naval Battle of Guadalcanal and removed during repairs, are now mounted on a promontory in Golden Gate National Recreation Area. They are set on the great circle course from San Francisco to Guadalcanal.

Construction and commissioning San Francisco was laid down on 9 September 1931 at the Mare Island Navy Yard, Vallejo, California, under the supervision of Naval constructor Charles W. Fisher Jr.; launched on 9 March 1933; sponsored by Miss Barbara M. Bailly; and commissioned on 10 February 1934, Captain Royal E. Ingersoll in command.

The New Orleans-class cruisers were the last U.S. cruisers built to the specifications and standards of the Washington Naval Treaty of 1922. Such ships, with a limit of 10,000 tons standard displacement and 8-inch caliber main guns, may be referred to as "treaty cruisers." Originally classified as a light cruiser before she was laid down due to her thin armor, she was reclassified as a heavy cruiser because of her 8-inch guns. The term "heavy cruiser" was not defined until the London Naval Treaty in 1930.

Inter-war period After an extensive shakedown cruise – which included operations off Mexico, in Hawaiian waters, off Washington and British Columbia, and a voyage to the Panama Canal Zone – the cruiser returned to the Mare Island Navy Yard. Gunnery installation and conversion to a flagship took her into 1935. In February, she joined Cruiser Division 6 (Crudiv 6) at San Diego. In May, she moved north and participated in Fleet Problem XVI, then returned to southern California. A few weeks later, she was back off the northwest coast for fleet tactics, and in July, she steamed farther north to Alaska. In August, she returned to California and, through the end of 1938, San Francisco continued to range the eastern Pacific, cruising from the state of Washington to Peru and from California to Hawaii.

In January 1939, she departed the west coast to participate in Fleet Problem XX, conducted in the Atlantic east of the Lesser Antilles. In March, she became flagship of CruDiv 7 and commenced a goodwill tour of South American ports. Departing Guantanamo Bay Naval Base in early April, she called at ports on the east coast of that continent, moved through the Strait of Magellan and visited west coast ports, then in early June, transited the Panama Canal to complete her voyage around the continent.

World War II On 1 September 1939, World War II started, and on 14 September, San Francisco moved south from Naval Station Norfolk to join the Neutrality Patrol. The cruiser carried freight and passengers to San Juan, Puerto Rico, thence sailed for a patrol of the West Indies as far south as Trinidad. On 14 October, she completed her patrol back at San Juan and headed for Norfolk, where she remained into January 1940. On 11 January, she headed for Guantanamo Bay, where she was relieved as flagship by , where she returned to the Pacific.

Transiting the Panama Canal in late February, she called at San Pedro and, in March, continued on to her new home port, Pearl Harbor, where she rejoined CruDiv 6. In May 1940, she steamed northwest to the Puget Sound Navy Yard for an overhaul, during which she also received four guns. On 29 September, she returned to Pearl Harbor. In early May 1941, she became flagship of CruDiv 6; and, at the end of July, she moved east for a cruise to Long Beach, California, returning to Hawaii on 27 August. In September, the flag of CruDiv 6 was hauled down; and on 11 October, San Francisco entered the Pearl Harbor Navy Yard for an overhaul which was scheduled for completion on 25 December.

Pearl Harbor attack On 7 December 1941, San Francisco was in Pearl Harbor awaiting docking and the cleaning of her heavily fouled bottom. Her engineering plant was largely broken down for overhaul. Ammunition for her 5 in (127mm) and 8 in (203mm) guns had been placed in storage. Her guns had been removed to permit installation of four quadruple mounts, although the mounts had not yet been installed. Her machine guns were being overhauled. Only small arms and two machine guns were available. Moreover, a number of San Francisco's officers and men were absent.

At 07:55, Japanese planes began dive-bombing Battleship Row near Ford Island. Off-duty signalman Ed Ifkin was relaxing on the signal bridge.

"I was reading the newspaper I'd just bought at the kiosk on the wharf, when an airplane buzzed over my head with that big red meatball on its side. I was trained to recognize foreign insignia and knew right away it was Japanese. I telephoned down to the bridge and told the duty officer. He said, 'Ifkin, you'll go on report for horsing around,' when BOOM! The first torpedo hit (USS) Oklahoma. Our guns were down, so a bunch of us climbed over to New Orleans. It was berthed right next us. We spent the next two hours feeding ammunition to the gunners."

Ifkin is recognized as the first U.S. sailor to report the Japanese attack.

By 0800, the attack on Pearl Harbor was well underway. The men of San Francisco secured the ship for watertightness and began looking for opportunities to fight back. Some, like Ifkin, crossed to her sister ship to help man anti-aircraft batteries on that ship. Others began using available rifles and machine guns. Ammunition for machine guns was transferred to destroyer for use.

San Francisco was undamaged after the attack and work resumed to make her combat-ready.

On 14 December, the cruiser left the yard; the scaling of her keel had been postponed for more urgent repairs to other ships. On 16 December, she sortied with Task Force 14 (TF 14) to relieve Wake Island. The force moved west with a Marine fighter squadron onboard and a Marine battalion embarked in . However, when Wake Island fell to the Japanese on 23 December, TF 14 was diverted to Midway Atoll, which it reinforced. On 29 December, the force returned to Pearl Harbor.

1942 On 8 January 1942, San Francisco again moved west. In TF 8, she steamed toward Samoa to rendezvous with, and cover the off-loading of, transports carrying reinforcements to Tutuila, Samoa. There, she joined Task Force 17 for raids on Japanese installations in the Gilbert and Marshall Islands. San Francisco arrived in the Samoan area on 18 January, and on the 24th was detached to continue coverage for the transports while the remainder of the task force and TF 17 conducted offensive operations to the northwest.

On 8 February, San Francisco departed from Tutuila. On the 10th, she rejoined CruDiv 6, then in TF 11, and she set a course for an area northeast of the Solomon Islands to strike Rabaul. However, the American force was sighted and attacked by two waves of Mitsubishi G4M "Betty" medium bombers. Sixteen of the planes were destroyed, but since the element of surprise had been lost, TF 11 retired eastward.

During the next few days, TF 11 – centered around – conducted operations in the South Pacific Area, then headed for New Guinea to participate with TF 17 in a raid against Japanese shipping and installations.

On 7 March, one of San Franciscos scout planes was reported missing and could not be found.

On the night of 9–10 March, TFs 11 and 17 entered the Gulf of Papua, whence, at dawn, Lexington and launched their aircraft to cross the Owen Stanley Range and attack the Japanese at Salamaua and Lae.

The next day, the missing plane was sighted by and recovered by San Francisco. It had landed on the water, but had been unable to communicate. The pilot, Lieutenant J. A. Thomas, and the radioman, O. J. Gannan, had headed for Australia, sailing the plane backwards as it tended to head into the prevailing east wind. In five days and 21 hours, they had covered approximately 385 miles (715 km) on a course within 5 degrees of that intended.

San Francisco returned to Pearl Harbor on 26 March. On 22 April, the cruiser departed Oahu for San Francisco in the escort of convoy 4093. At the end of May, she headed west, escorting convoy PW 2076, made up of transports carrying the 37th Army Division, destined for Suva, and special troops bound for Australia. The cruiser remained in the escort force as far as Auckland, New Zealand. There she steamed for Hawaii, arriving at Pearl Harbor on 29 June.

San Francisco steamed west with and to escort convoy 4120 to the Fiji Islands. From there, she got underway to rendezvous with the Solomon Islands Expeditionary Force.

Operation Watchtower – the Guadalcanal-Tulagi offensive – opened on the morning of 7 August. Through that day and the remainder of the month, San Francisco helped to cover the American forces in the area. The flag of Rear Admiral Norman Scott, commanding the cruisers attached to TF 18, was shifted to San Francisco.

On 3 September, San Franciscos force put into Nouméa, New Caledonia, for fuel and provisions. On 8 September, the ships departed that island to cover reinforcements moving up to Guadalcanal. On the 11th, San Franciscos force, TF 18, rendezvoused with TF 17, the group, and the next day, both groups refueled at sea. On 14 September, the reinforcement convoy departed the New Hebrides. TF 61 commenced covering operations with TF 17, operating east of TF 18 and conforming to their movements.

At about 1450 on 15 September, was torpedoed on the starboard side. Fires broke out on the carrier. Explosions multiplied the fires. Admiral Scott took command of TF 18. San Francisco and prepared to take the carrier in tow, but by 1520, the fires were out of control and destroyers began taking on survivors. torpedoed the burning hulk. TF 18 then headed for Espiritu Santo.

On the morning of 17 September, San Francisco, , and five destroyers put back to sea to rendezvous with TF 17 and resume coverage of reinforcement convoys. Other units of TF 18 had headed for Nouméa with Wasp survivors.

On 23 September, San Francisco, Salt Lake City, Minneapolis, , , and , and Destroyer Squadron 12 (DesRon 12) became TF 64, a surface screening and attack force under the command of Admiral Scott in San Francisco. The next day, the force headed to the New Hebrides.

Battle of Cape Esperance Main Article: Battle of Cape Esperance