Harland and Wolff - Shipbuilding and Engineering Works

Pennant No. 97 - Laid down 30 May 1934

Penelope went to the 3rd Cruiser Squadron in the Mediterranean on completion, but was recalled in 1940. During the Norwegian Campaign she ran aground off Vestfjord on 11 April and was badly damaged. Repairs were not completed until July 1941. In October she was sent to the Mediterranean, and arrived in Malta on 21 October to serve with Force K. She was damaged by mines at the time of the sinking of Neptune, and received further damage from bomb near-misses while under repair at Malta. She eventually sailed from Malta on 8 April 1942 for full repairs at New York Navy Yard, these being completed on 1 September 1942.

In early 1943 she returned to the Mediterranean once more, being based at Bone with Force Q. During 1943, as part of the 15th Cruiser Squadron, she bombarded the Italian islands of Pantellaria and Lampedusa in June, was at the landings in Sicily in August, at Salerno in September and during the same month ferried troops to occupy Taranto. By October she had moved to the Aegean, where, with Sirius and destroyers, she attacked German invasion convoys bound for Leros.

She briefly left the Mediterranean towards the end of the year to assist in the hunt for Axis blockade runners in the Bay of Biscay, but returned to support the landings at Anzio in January 1944.

While returning to Naples from the beach-head on 18 February 1944, she was torpedoed and sunk by U-410 (370 lost, 180 saved).