On 2 November 1939 the passenger ship Westralia of the Huddart Parker Ltd, Victoria was requisitioned by the Admiralty and converted to an armed merchant cruiser. Conversion was completed on 17 January 1940.

Displacement: 8108 BRT
Armament: 7x 152mm, 2x 76mm
Speed: 14 knots

Career:
January 40 - June 40: Pacific Ocean
July 40 - December 40: East Indies Station
January 41 - February 43: Pacific Ocean

From December 1942 to February 1943 used as accommodiation ship, then converted to a landing ship LSI(L) from February 1943 to 31 May 1943. From September 1945 used as troopship. On 19 September 1949 decommissioned and on 27 March 1951 returned to owner.