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Dictionary of American Naval Fighting Ships U.S.S. SAN FRANCISCO CA-38

	The second SAN FRANCISCO (CA-38) was laid down on 9 September 1931 at 
the Mare Island Navy Yard, Vallejo, Calif.; launched on 9 March 1933; 
sponsored by Miss Barbara M. Bailly; and commissioned on 10 February 1934, 
Capt. Royal E. Ingersoll in command.

	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 the new year, 
1935.  In February, she joined her division, Cruiser Division (CruDiv) 6 at 
San Diego.  In May, she moved north, 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 in early April, she called at ports 
on the east coast of that continent, moved through the Strait of Magellan; 
visited west coast ports; and, in early June, transited the Panama Canal to 
complete her voyage around the continent.

	On 1 September, World War II started, and, on the 14th, SAN FRANCISCO 
moved south from Norfolk to join the Neutrality Patrol.  The cruiser carried 
freight and passengers to San Juan, 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 the 11th, she headed for Guantanamo Bay, where she was relieved of 
flagship duties by WICHITA (CA-45), and whence 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, she steamed northwest to the Puget Sound Navy 
Yard for an overhaul, during which she also received four 3-inch 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, returning to Hawaii on 27 August.  In September, the flag of 
ComCruDiv 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.

	On 7 December, SAN FRANCISCO was awaiting docking and the cleaning of 
her heavily fouled bottom.  Her engineering plant was largely broken down for 
overhaul.  Ammunition for her 5-inch and 8-inch guns had been placed in 
storage.  Her 3-inch guns had been removed to permit installation of four 
1.1-inch quadruple mounts.  The 1.1-inch mounts had not been installed.  Her 
.50 caliber machine guns were being overhauled.  Only small arms and two .30 
caliber machine guns were available.  Moreover, a number of SAN FRANCISCO's 
officers and men were absent.

	At 0755, Japanese planes began bombing dives on Ford Island, and by 
0800, the surprise air attack was well underway.  The men in SAN FRANCISCO 
had secured the ship for water-tightness and had begun looking for  
opportunities to fight back.  Some crossed to NEW ORLEANS (CA-32) to man 
antiaircraft batteries.  Others began using available rifles and machine 
guns.  Fifty caliber machine gun ammunition was transferred to TRACY (DM-19) 
for use.

	By 1000, the Japanese had left; and work to ready SAN FRANCISCO for 
action was begun.

	On 14 December, the cruiser left the yard; scaling had been postponed 
in favor of more necessary repairs on other ships.  On 16 December, she 
sortied with Task Force (TF) 14 to relieve Wake Island.  The force moved west 
with a Marine Corps fighter squadron on board SARATOGA (CV-3) and a Marine 
battalion embarked in TANGIER (AV-8).  But, when Wake fell to the Japanese on 
the 23d, TF 14 was diverted to Midway which it reinforced.  On the 29th, the 
force returned to Pearl Harbor.

	On 8 January 1942, SAN FRANCISCO again moved west.  In TF 8, she 
steamed toward Samoa to rendezvous with, and cover the offloading of, 
transports carrying reinforcements to Tutuila.  Thence it joined TF 17 for 
raids on Japanese installations in the Gilberts and Marshalls.  SAN FRANCISCO 
arrived in the Samoan area on the 18th 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 Tutuila.  On the 10th, she 
rejoined CruDiv 6, then in TF 11, and set a course for an area northeast of 
the Solomons to strike Rabaul.  However, the American force was sighted and 
attacked by two waves of twin-engined Japanese bombers.  Sixteen of the 
planes were destroyed, but the element of surprise had been lost.  TF 11 
retired eastward.

	During the next few days, TF 11, centered on LEXINGTON (CV-2), 
conducted operations in the South Pacific, then headed for New Guinea to 
participate with TF 17 in a raid against Japanese shipping and installations.

	On 7 March, one of SAN FRANCISCO's scout planes was reported missing 
and could not be found.

	On the night of 9 and 10 March, TF's l1 and 17 entered the Gulf of 
Papua, whence, at dawn, LEXINGTON and YORKTOWN (CV-5) 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 MINNEAPOLIS (CA-36) and 
recovered by SAN FRANCISCO.  It had landed on the water, but had been unable 
to communicate.  The pilot, Lt. J. A. Thomas, and the radioman RM3 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 on a course within 5% of that intended.

	SAN FRANCISCO returned to Pearl Harbor on the 26th.  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; thence steamed for Hawaii, arriving at Pearl Harbor on 29 June.

	SAN FRANCISCO steamed west with destroyer LAFFEY (DD-459) and seaplane 
tender BALLARD (AVD-10) to escort convoy 4120 to the Fiji Islands.  From 
there, she got underway to rendezvous with the Solomon Islands Expeditionary 

	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 

	On 3 September, SAN FRANCISCO's force put into Noumea, New Caledonia, 
for fuel and provisions.  On the 8th, the ships departed that island to cover 
reinforcements moving up to Guadalcanal.  On the 11th, SAN FRANCISCO's force, 
TF 18, rendezvoused with TF 17, the HORNET (CV-8) group, and, the next day 
both groups refueled at sea.  On the 14th, the reinforcement convoy departed 
the New Hebrides.  TF 61 commenced covering operations with TF 17 operating 
to the eastward of TF 18 and conforming to the movements of TF 18.

	At about 1450, on the 15th, WASP (CV-7) was torpedoed on the starboard 
side.  Fires broke out on the carrier.  Explosions multiplied the fires.  
Rear Admiral Scott took command of TF 18.  SAN FRANCISCO and SALT LAKE CITY 
(CA-25) prepared to take the carrier in tow; but, by 1520, the fires were out 
of control and destroyers began taking on survivors.  LANSDOWNE (DD-486) 
torpedoed the burning hulk.  TF 18 headed for Espiritu Santo.

	On the morning of 17 September, SAN FRANCISCO, JUNEAU (CL-52), 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 Noumea with WASP 

(CL-50), MINNEAPOLIS, CHESTER (CA-27), and Destroyer Squadron 12 became TF 
64, a surface screening and attack force under the command of Rear Admiral 
Scott in SAN FRANCISCO.  On the 24th, the force headed to the New Hebrides.

	On 7 October, TF 64 departed Espiritu Santo and moved back into the 
Solomons to cover Allied reinforcements and to intercept similar operations 
by the Japanese.  On the 11th, at about 1615, the ships commenced a run 
northward from Rennel Island, to intercept an enemy force of two cruisers 
and six destroyers reported heading for Guadalcanal from the Buin-Faisi area.  
The force continued north, to approach Savo Island from the southwest.

	By 2330, when the ships were approximately six miles northwest of Savo, 
they turned to make a further search of the area.  A few minutes after 
setting the new course, radar indicated unidentified ships to the west, 
several thousand yards distant.  At about 2345, the Battle of Cape Esperance 

	Initial confusion caused both sides to momentarily check their fire in 
fear of hitting their own ships.  Then, the battle was reopened and continued 
until 0020 on the 12th, when surviving Japanese ships retired toward 
Shortland.  Two American cruisers, SALT LAKE CITY and BOISE, and two 
destroyers, DUNCAN (DD-485) and FARENHOLT (DD-491), had been damaged.  Later, 
DUNCAN went down.  A Japanese cruiser and a destroyer had been sunk during 
the surface action.  Two more enemy destroyers were sunk on the 12th by 
planes from Henderson Field.  After the engagement, TF 64, having shown the 
United States Navy to be the equal of the Imperial Japanese Navy in night 
fighting, retired to Espiritu Santo.

	On 15 October, SAN FRANCISCO resumed operations in 
support of the Guadalcanal campaign.  On the evening of the 
20th, her group was ordered back to Espiritu Santo.  At 
2119, torpedoes were reported.  CHESTER was hit amidships on 
the starboard side but continued under her own power.  Three 
other torpedoes exploded:  one off HELENA's starboard 
quarter; a second between HELENA and SAN FRANCISCO; and the 
third about 1,200 yards off SAN FRANCISCO's port beam.  Two 
others were sighted running on the surface.

	SAN FRANCISCO reached Espiritu Santo on the night of 
the 21st, but departed again on the 22d to intercept any 
enemy surface units approaching Guadalcanal from the north 
and to cover friendly reinforcements.  On the 28th, Rear 
Admiral Scott transferred to ATLANTA (CL-51).  On the 29th, 
SAN FRANCISCO returned to Espiritu Santo; and, on the 30th, 
Rear Admiral D. J. Callaghan commanding officer of SAN 
FRANCISCO when the United States entered the war, returned 
to the ship and raised his flag as CTG 64.4 and prospective 
CTF 65.

	On 31 October, the newly-designated TF 65 departed 
Espiritu Santo, the ships again headed into the Solomons to 
cover troop landings on Guadalcanal.  Bombardment missions 
in the Kokumbona and Koli Point areas followed.  On 6 
November, the transport group completed unloading, and the 
force retired, arriving at Espiritu Santo on the 8th.  On 
the 10th, SAN FRANCISCO, now flagship for TG 67.4, got 
underway again toward Guadalcanal.

	Just before noon, a Japanese twin-float reconnaissance 
plane began shadowing the formation.

	The force arrived off Lunga Point on the 12th, and the 
transports commenced unloading.  By mid-afternoon, an 
approaching Japanese air group was reported.  At 1318, the 
ships got underway.  At 1408, 21 enemy planes attacked.

	At 1416, an already damaged torpedo plane dropped its 
torpedo off SAN FRANCISCO's starboard quarter.  The torpedo 
passed alongside, but the plane crashed into SAN FRANCISCO's 
control aft, swung around that structure, and plunged over 
the port side into the sea.  Fifteen men were killed, 29 
wounded, and one missing.  Control aft was demolished.  The 
ship's secondary command post, Battle Two, was burned out 
but was reestablished by dark.  The after antiaircraft 
director and radar were put out of commission.  Three 20 
millimeter mounts were destroyed.

	The wounded were transferred to attack transport 
PRESIDENT JACKSON (APA-18) just before the approach of an 
enemy surface force was reported.  The covering force 
escorted the transports out of the area, then reassembled 
and returned.  At about midnight, SAN FRANCISCO, in company 
with one heavy cruiser, three light cruisers, and eight 
destroyers, entered Lengo Channel.

	At 0125 on the 13th, the enemy force was discovered 
about 27,000 yards to the northwest.  Rear Admiral 
Callaghan's task group maneuvered to intercept.  At 0148, 
SAN FRANCISCO opened fire on an enemy cruiser 3,700 yards 
off her starboard beam.  At 0151, she trained her guns on a 
small cruiser or large destroyer 3,300 yards off her 
starboard bow.  An enemy battleship was then sighted and 
taken under fire, initial range 2,200 yards.

	At about 0200, SAN FRANCISCO trained her guns on a 
second battleship.  At the same time, she became the target 
of a cruiser off her starboard bow and of a destroyer which 
had crossed her bow and was passing down her port side.  The 
enemy battleship joined the cruiser and the destroyer in 
firing on SAN FRANCISCO, whose port 5-inch battery engaged 
the destroyer but was put out of action except for one 
mount.  The battleship put the starboard 5-inch battery out 
of commission.  SAN FRANCISCO swung left while her main 
battery continued to fire on the battleships which, with the 
cruiser and the destroyer, continued to pound SAN FRANCISCO.  
A direct hit on the navigation bridge killed or badly 
wounded all officers except the communications officer.  
Steering and engine control were lost and shifted to Battle 
Two.  Battle Two was out of commission by a direct hit from 
the port side.  Control was again lost.

	Control was then established in the conning tower which 
soon received a hit from the starboard side.  Steering and 
engine control were temporarily lost, then regained.  All 
communications were dead.

	Soon thereafter, the enemy ceased firing.  SAN 
FRANCISCO followed suit and withdrew eastward along the 
north coast of Guadalcanal.

	Seventy-seven sailors, including Rear Admiral Callaghan 
and Capt. Young, had been killed.  One Hundred and five had 
been wounded.  Of seven missing, three were subsequently 
rescued.  The ship had taken 45 hits.  Structural damage was 
extensive, but not serious.  No hits had been received below 
the waterline.  Twenty two fires had been started and 

	At about 0400, SAN FRANCISCO, all her compasses out of 
commission, joined HELENA and followed her through Sealark 

	At about 1000, JUNEAU's medical personnel transferred 
to SAN FRANCISCO to assist in treating the numerous wounded.  
An hour later, JUNEAU took a torpedo on the port side, in 
the vicinity of the bridge.  "The entire ship seemed to 
explode in one mighty column of brown and white smoke and 
flame which rose easily a thousand feet in the air.  The 
JUNEAU literally disintegrated."  SAN FRANCISCO was hit by 
several large fragments from JUNEAU.  One man was hit, both 
his legs were broken.  Nothing was seen in the water after 
the smoke lifted.

	On the afternoon of 14 November, SAN FRANCISCO returned 
to Espiritu Santo.  For her participation in the action of 
the morning of the 13th, and for that of the night of 11 and 
12 October, she received the Presidential Unit Citation.  On 
18 November, the cruiser sailed for Noumea, and, on the 23d, 
she got underway toward the United States.  She reached San 
Francisco on 11 December.  Three days later, repairs were 
begun at Mare Island.

	On 26 February 1943, she got underway to return to the 
South Pacific.  After escorting convoy PW 2211 en route, SAN 
FRANCISCO arrived at Noumea on 20 March.  Five days later, 
she continued on to Efate.  She arrived back in the Hawaiian 
Islands in mid-April; thence headed north to the Aleutians 
to join the North Pacific Force, TF 16, and reached Alaska 
toward the end of the month.  Based at Kuluk Bay, Adak, she 
operated in the Aleutians for the next four and one half 
months.  She patrolled the western approaches to the area, 
participated in the assault and occupation of Attu in May 
and of Kiska in July; and performed escort duties.

	In mid-September, she was ordered back to Pearl Harbor 
for repairs and reassignment to TF 14.  On the 29th SAN 
FRANCISCO departed Pearl Harbor in Task Unit (TU) 14.2.1 for 
a raid against Wake and Wilkes Islands.  On 5 October, the 
group arrived off the target area and conducted two runs by 
the enemy positions.  On the 11th, her task unit returned to 
Pearl Harbor.

	On the 20th, the force arrived off Makin.  SAN 
FRANCISCO participated in the pre-invasion bombardment of 
Betio, then patrolled outside the transport area to the west 
of Makin.  On the 26th, she was detached and assigned to TG 
50.1, joining YORKTOWN (CV-10), LEXINGTON (CV-16), COWPENS 
(CVL-25), five cruisers, and six destroyers.  With that 
force, she steamed toward the Marshalls to strike Japanese 
shipping and installations in the Kwajalein area.  On 4 
December, the carriers launched their planes against the 
targets.  Shortly after noon, enemy aerial activity 
increased, and, at 1250, SAN FRANCISCO came under attack.  
Three torpedo planes closed her on the port bow.  Her guns 
splashed two.  The third was shot down by YORKTOWN.  But the 
cruiser had been strafed several times.  One man had been 
killed; 22 were wounded.  After dark, the Japanese returned 
and, on that night, LEXINGTON was torpedoed.  The force 
moved north and west.  Shortly after 0130, on the 5th, enemy 
planes faded from the radar screens.  On the 6th, the ships 
headed back to Pearl Harbor.

	On 22 January 1944, SAN FRANCISCO sortied with TF 52 
and again headed for the Marshalls.  On the 29th, the 
division, screened by destroyers, left the formation and 
moved against Japanese installations on Maloelap to 
neutralize them during the conquest of Kwajalein.  Following 
the bombardment, the ships proceeded on to Kwajalein.  SAN 
FRANCISCO arrived off the atoll at about 0630 on the 31st.  
At 0730, she opened fire on targets of opportunity, 
initially a small ship inside Kwajalein lagoon.  At 0849, 
she ceased firing.  At 0900, she resumed firing at targets 
on Berlin and Beverly Islands.  Through the day, she 
continued to shell those islands, and, in late afternoon, 
added Bennett Island to her targets.  During the next week, 
she provided pre-landing barrages and support fire for 
operations against Burton, Berlin, and Beverly Islands.  On 
the 8th, the cruiser sailed for Majuro, whence she would 
operate as a unit of TF 58, the fast carrier force.

	On 12 February, SAN FRANCISCO, in TG 58.2 cleared 
Majuro lagoon.  Four days later, the carriers launched their 
planes against Truk.  On the night of 16 and 17 February, 
INTREPID (CV-11) was torpedoed.  SAN FRANCISCO with others, 
was assigned to escort her eastward.  On the 19th, the group 
split:  INTREPID, with two destroyers, continued toward 
Pearl Harbor; SAN FRANCISCO and the remaining ships headed 
for Majuro.  On the 25th SAN FRANCISCO sailed for Hawaii 
with TG 58.2.  On 20 March, the group returned to Majuro, 
refueled, and departed again on the 22d to move against the 
Western Carolines.  From 30 March to 1 April, carrier planes 
hit the Palaus and Woleai.  SAN FRANCISCO's planes flew 
rescue missions.

	On 6 April, the force was back in Majuro lagoon.  A 
week later, the ships set a course for New Guinea.  From the 
21st to the 28th, TG 58.2 supported the assault landings in 
the Hollandia area.  On the 29th, the ships moved back into 
the Carolines for another raid against Truk.  On the 30th, 
SAN FRANCISCO was detached and with eight other cruisers, 
moved against Satawan.  On completion of that bombardment 
mission, the cruisers rejoined TG 58.2 and headed back to 
the Marshalls.

	Initially at Majuro, SAN FRANCISCO shifted to Kwajalein 
in early June, and, on the 10th, departed that atoll in TG 
53.15, the bombardment group of the Saipan invasion force.  
On the 14th, she commenced two days of shelling Tinian, 
then, after the landings on Saipan, shifted to fire support 
duties.  On the 16th, she temporarily joined CruDiv 9 to 
bombard Guam.  Word of a Japanese force en route to Saipan, 
however, interrupted the cannonade, and the ships returned 
to Saipan.

	On 17 June, SAN FRANCISCO refueled and took up station 
between the approaching enemy force and the amphibious force 
at Saipan.  On the morning of the 19th, the Battle of the 
Philippine Sea opened for SAN FRANCISCO.  At about 1046, she 
was straddled fore and aft by bombs. ". . . a mass of enemy 
planes on the screen at 20 miles."  At 1126, the cruiser 
opened fire.  A 40 millimeter shell from INDIANAPOLIS 
(CA-35) set off SAN FRANCISCO's smoke screen generators.  By 
noon, quiet had returned.  At 1424, dive bombers made the 
last Japanese attack.  By the 20th, SAN FRANCISCO steamed 
westward in pursuit of the Japanese force.  On the 21st, she 
returned to the Saipan area and resumed operations with the 
covering force for the transports.  On 8 July, SAN FRANCISCO 
again steamed to Guam to bombard enemy positions.  During 
the next four days, she shelled targets in the Agat and 
Agana areas.  On the 12th, she returned to Saipan, 
replenished, refueled and, on the 18th, again took station 
off Guam.

	On that day and on the 19th and the 20th, she shelled 
enemy positions, supported beach demolition units, and 
provided night harassing and defense repair interdiction in 
the Agat and Faci Point areas.  On the 21st, she began to 
support Marines assaulting the Agat beaches.  On the 24th, 
the cruiser shifted her fire to the Orote Peninsula.

	On the 30th, she headed, via Eniwetok and Pearl Harbor, 
for San Francisco.  The cruiser arrived back on the west 
coast on 16 August for overhaul.

	On October 31st, she steamed west again and, on 21 
November, arrived at Ulithi where she resumed flagship 
duties for CruDiv 6.  On 10 December, she cleared the 
anchorage and moved toward the Philippines in TG 38.1.  On 
the 14th and 15th, during carrier strikes against Luzon, SAN 
FRANCISCO's planes were employed on antisubmarine patrol and 
in rescue work.  On the 16th, the force headed for a 
rendezvous with TG 30.17, the replenishment force.  A 
typhoon interrupted the refueling operations, and, on the 
17th and 18th, the ships rode out the storm.  On the 19th, 
she participated in a search for survivors from three 
destroyers which had gone down during the typhoon.

	On the 20th, TF 38 turned westward again to resume 
operations against Luzon, but high seas precluded strikes.  
On the 24th, the force returned to Ulithi.

	Six days later, the force again sortied from Ulithi.  
On 2 and 3 January 1945, strikes were conducted against 
Formosa.  On the 5th, 6th, and 7th, Luzon was hit.  On the 
9th, fighter sweeps against Formosa were resumed.  The force 
then headed for the Bashi Channel and a five-day, high speed 
strike against enemy surface units in the South China Sea 
and against installations along the coast of Indochina.  On 
the 15th and 16th, the Hong Kong-Amoy-Swatow area was hit; 
and, on the 20th, the force passed through Luzon Strait to 
resume operations against Formosa.  On the 21st, aerial 
opposition was constant.  Bogies appeared on the screen 
throughout the day.  LANGLEY (CVL-27) and TICONDEROGA 
(CV-14) were hit.  On the 22d, strikes were launched against 
the Ryukyus, and, on the 23d, the force headed for the 
Western Carolines.

	Arriving on 26 January, the ships sailed again on 10 
February.  On the 16th and 17th, strikes were conducted 
against air facilities in central Honshu.  On the 18th, the 
force moved toward the Volcano and Bonin Islands; and, on 
the 19th, covering operations for the Iwo Jima assault 
began.  The next day, SAN FRANCISCO closed that island with 
other cruisers and assumed fire support duties, which she 
continued until the 23d.  Then she headed back toward Japan.  
On the 25th, Tokyo was the target.  Poor weather prohibited 
operations against Nagoya on the 26th; and, on the 27th, the 
force headed back to Ulithi.

	On 21 March, SAN FRANCISCO, now attached to TF 54 for 
Operation "Iceberg," departed Ulithi for the Ryukyus.  On 
the 25th, she approached Kerama Retto west of Okinawa, and 
furnished fire support for minesweeping and underwater 
demolition operations.  That night, she retired and the next 
morning moved back in to support the landings and supply 
counter battery fire on Aka, Keruma, Zamami, and Yakabi.

	By the morning of the 27th, aerial resistance had 
begun.  On the 28th, SAN FRANCISCO shifted to Okinawa for 
shore bombardment in preparation for the assault landings 
scheduled for 1 April.  On that day, she took up station in 
fire support sector 5, west of Naha, and for the next five 
days, shelled enemy emplacements, caves, pill boxes, road 
junctions, and tanks, trucks, and troop concentrations.  At 
night, she provided harassing fire near the beachhead.

	On 6 April, the cruiser retired to Kerama Retto; 
refueled and took on ammunition, assisted in splashing a 
"Jill," then, rejoined TF 54 off Okinawa as that force 
underwent another air raid.  SAN FRANCISCO downed a "Kate."  
Dawn of the 7th brought another air raid, during which a 
kamikaze attempted to crash the cruiser.  It was splashed 50 
yards off the starboard bow.  After the raid, SAN FRANCISCO 
shifted to TF 51 for fire support missions on the east coast 
of Okinawa, rejoining TF 54 on the west coast in late 
afternoon.  On the 11th, air attacks increased; and, the 
next day, SAN FRANCISCO set a "Val" on fire.  The plane then 
glanced off a merchant ship and hit the water, enveloped in 

	On the 13th and 14th, the cruiser again operated with 
TF 51 off the east coast of the embattled island.  On the 
15th, she returned to Kerama Retto, thence proceeded to 
Okinawa and operations with TF 54 in the transport area.  
There, she provided night illumination to detect swimmers 
and suicide boats and, just before midnight, assisted in 
sinking one of the latter.  During the night, two further 
attempts by suicide boats to close the transports were 

	With dawn, SAN FRANCISCO returned to the Naha area to 
shell the airfield there.  On the 17th, she moved up the 
coast and fired on the Machinato air field.  On the 18th, 
she again shifted to the eastern side of the island and, 
that night, anchored in Nakagusuku Wan.  The next day, SAN 
FRANCISCO supported troops in the southern part of the 
island.  From 21 April through 24 April, she shelled targets 
in the Naha airstrip area; and got underway for Ulithi.

	On 13 May, SAN FRANCISCO returned to Okinawa, arriving 
in Nakagusuku Wan and resuming support activities against 
targets in southern Okinawa.  For the next few days, SAN 
FRANCISCO supported the 96th Infantry Division in an area to 
the southeast of Yunabaru.  On the 20th, she shifted to 
Kutaka Shima, and by the night of the 22d, she had depleted 
her supply of ammunition for her main batteries.  On the 
25th, the Japanese launched a large air attack against 
Allied shipping in Nakagusuku Wan.  On the 27th, SAN 
FRANCISCO provided fire support for the 77th Infantry 
Division, and, on the 28th, she retired to Kerama Retto.  On 
the 30th, the cruiser returned to the western side of 
Okinawa and, for the next two weeks, supported operations of 
the 1st and 6th Marine Divisions.

	On 21 June, SAN FRANCISCO was ordered to join TG 32.15, 
120 miles southeast of Okinawa.  A week later, she put into 
Kerama Retto for a brief stay, then rejoined that group.  In 
early July, she provided cover for the eastern anchorage.  
On the 3d, she sailed toward the Philippines to prepare for 
an invasion of the Japanese home islands.  The cessation of 
hostilities in mid August, however, obviated that operation, 
and SAN FRANCISCO prepared for occupation duty.

	On 28 August, the cruiser departed Subic Bay for the 
China coast.  After a show of force in the Yellow Sea and 
Gulf of Pohai areas, she covered minesweeping operations 
and, on 8 October, anchored at Jinsen, Korea.  From the 13th 
to the 16th, she participated in another show of force 
operation in the Gulf of Pohai area, then returned to 
Jinsen, where Rear Admiral J. Wright, ComCruDiv 6, acted as 
senior member of the committee for the surrender of Japanese 
naval forces in Korea.

	On 27 November, SAN FRANCISCO headed home.  Arriving at 
San Francisco in mid-December, she continued on to the east 
coast in early January 1946 and arrived at Philadelphia for 
inactivation on the 19th.  Decommissioned on 10 February, 
she was berthed with the Philadelphia Group of the Atlantic 
Reserve Fleet until 1 March 1959 when her name was struck 
from the Navy list.  On 9 September, she was sold for 
scrapping to the Union Mineral and Alloys Corp., New York.

	SAN FRANCISCO (CA-38) earned 17 battle stars during 
World War II.


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