On 14 October 1939 the passenger ship Circassia of the Anchor Line (Henderson Bros) Ltd, Glasgow was requisitioned by the Admiralty and converted to an armed merchant cruiser. Conversion was completed on 20 December 1939.

Displacement: 11136 BRT
Armament: 8x 152mm, 2x 76mm
Speed: 16 knots

Career:
January 40 - October 40: Northern Patrol
November 40 - March 41: Northern and Western Patrol
April 41: Bermuda and Halifax Escort Force
May 41 - July 41: America and West Indies Station
August 41 - October 41: North Atlantic Escort Force
November 41 - January 42: America and West Indies Station
February 42 - March 42: Western Patrol

On 5 March 1942 returned and used as troopship by the Ministry of War Transport (MoWT). 1943 converted to a landing ship LSI(L). 1947 returned to owner.