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The third ship to bear the name, ''Phoenix'' was laid down 15 April 1935 by the New York Shipbuilding Co., Camden, New Jersey.  She was launched 13 March 1938 and commissioned at Philadelphia Navy Yard 3 October 1938, Captain John W. Rankin in command.

The third ship to bear the name, ''Phoenix'' was laid down 15 April 1935 by the New York Shipbuilding Co., Camden, New Jersey.  She was launched 13 March 1938 and commissioned at Philadelphia Navy Yard 3 October 1938, Captain John W. Rankin in command.

After shakedown took her to Port of Spain, Trinidad; Santos, Brazil; Buenos Aires, Argentina; Montevideo, Uruguay; and San Juan, Puerto Rico; the new cruiser returned to Philadelphia in January 1939.  ''Phoenix'' then operated off the West Coast and was later based at [[Pearl Harbor]] where the fateful morning of December 7, 1941 found her anchored southeast of Ford Island, near hospital ship Solace. Observers on board ''Phoenix'' sighted the rising sun of Japan on strange planes coming in low over Ford Island and a few seconds later the ship’s guns took them under fire. ''Phoenix'' escaped the disaster unharmed and, shortly after noon, was underway to join light cruisers ''St. Louis'' (CL–49) and ''Detroit'' (CL–8) and several destroyers in an impromptu task force to search for the enemy carriers.

After shakedown took her to Port of Spain, Trinidad; Santos, Brazil; Buenos Aires, Argentina; Montevideo, Uruguay; and San Juan, Puerto Rico; the new cruiser returned to Philadelphia in January 1939.  ''Phoenix'' then operated off the West Coast and was later based at [[Pearl Harbor]] where the fateful morning of December 7, 1941 found her anchored southeast of Ford Island, near hospital ship Solace. Observers on board ''Phoenix'' sighted the rising sun of Japan on strange planes coming in low over Ford Island and a few seconds later the ship's guns took them under fire. ''Phoenix'' escaped the disaster unharmed and, shortly after noon, was underway to join light cruisers ''St. Louis'' (CL–49) and ''Detroit'' (CL–8) and several destroyers in an impromptu task force to search for the enemy carriers.

''Phoenix'' next escorted the first convoy to the United States from Pearl Harbor after the attack and returned at once with another convoy. After a month of convoy duty between the United States and Hawaii, she departed San Francisco with a force bound for Melbourne, Australia. For some time the cruiser operated in Australian waters escorting troop ships, once steaming as far north as Java. While ''Phoenix'' was steaming toward Ceylon in February 1942, with a convoy which included seaplane tender ''Langley'' and British ship ''Seawitch'', these ships were ordered to leave the convoy and proceed at top speed to Java with precious airplanes needed to stem the Japanese invasion of the Netherlands East Indies. ''Langley'' was attacked and sunk by Japanese planes 27 February and ''Seawitch'' escaped the same fate only by being too slow to keep up with the carrier. During the following months, ''Phoenix'' patrolled in the Indian Ocean, escorted a convoy to Bombay, and was present at the evacuation of Java.

''Phoenix'' next escorted the first convoy to the United States from Pearl Harbor after the attack and returned at once with another convoy. After a month of convoy duty between the United States and Hawaii, she departed San Francisco with a force bound for Melbourne, Australia. For some time the cruiser operated in Australian waters escorting troop ships, once steaming as far north as Java. While ''Phoenix'' was steaming toward Ceylon in February 1942, with a convoy which included seaplane tender ''Langley'' and British ship ''Seawitch'', these ships were ordered to leave the convoy and proceed at top speed to Java with precious airplanes needed to stem the Japanese invasion of the Netherlands East Indies. ''Langley'' was attacked and sunk by Japanese planes 27 February and ''Seawitch'' escaped the same fate only by being too slow to keep up with the carrier. During the following months, ''Phoenix'' patrolled in the Indian Ocean, escorted a convoy to Bombay, and was present at the evacuation of Java.

General [[Douglas MacArthur]]’s troops next landed at Arare, 17 May to secure airdromes to support further operations in the Netherlands New Guinea area. This beachhead was later extended to include Wadke Island by a shore to shore movement of troops. ''Phoenix'' bombarded the Toem area and escorted the troops to the landing beach.  An amphibious assault on Biak Island, Geelvink Bay, followed. There MacArthur planned to establish a forward base for heavy bombers. With ''Nashville'' and light cruiser ''Boise'' (CL–47), ''Phoenix'' sortied from Humboldt Bay 25 May and two days later supported the landing. Resistance was stubborn. While the task force fired on shore installations, two of the escorting destroyers were hit by shells from shore batteries. ''Phoenix'' wiped out the gun emplacement with two salvos from her 5-inch batteries.

General [[Douglas MacArthur]]’s troops next landed at Arare, 17 May to secure airdromes to support further operations in the Netherlands New Guinea area. This beachhead was later extended to include Wadke Island by a shore to shore movement of troops. ''Phoenix'' bombarded the Toem area and escorted the troops to the landing beach.  An amphibious assault on Biak Island, Geelvink Bay, followed. There MacArthur planned to establish a forward base for heavy bombers. With ''Nashville'' and light cruiser ''Boise'' (CL–47), ''Phoenix'' sortied from Humboldt Bay 25 May and two days later supported the landing. Resistance was stubborn. While the task force fired on shore installations, two of the escorting destroyers were hit by shells from shore batteries. ''Phoenix'' wiped out the gun emplacement with two salvos from her 5-inch batteries.

On 4 June, off the northwest coast of New Guinea, eight Japanese fighter bombers attacked ''Phoenix’s'' task force. Two confined their attention to ''Phoenix''. Although the ship’s gunfire did not hit the planes, it diverted their bomb runs. Both planes dropped bombs, one of which burst in the water close aboard ''Phoenix'' killing one man and wounding four others with fragments. The ship also suffered some underwater leakage and damage to her propellers. The following night, aircraft again attacked Phoenix. This time low-flying torpedo planes struck as she proceeded through Japen Strait, between Biak Island and New Guinea; but her gunfire and evasive tactics prevented damage.

On 4 June, off the northwest coast of New Guinea, eight Japanese fighter bombers attacked ''Phoenix’s'' task force. Two confined their attention to ''Phoenix''. Although the ship's gunfire did not hit the planes, it diverted their bomb runs. Both planes dropped bombs, one of which burst in the water close aboard ''Phoenix'' killing one man and wounding four others with fragments. The ship also suffered some underwater leakage and damage to her propellers. The following night, aircraft again attacked Phoenix. This time low-flying torpedo planes struck as she proceeded through Japen Strait, between Biak Island and New Guinea; but her gunfire and evasive tactics prevented damage.

''Phoenix'' and her task force frustrated an enemy attempt to reinforce their garrisons on the night of 8–9 June. When they contacted the American ships, the Japanese destroyers turned and fled at such high speed that only one U.S. destroyer division was able to get within firing range. After a running fight of three hours at long range, ''Phoenix'' and her sisters broke off action.

''Phoenix'' and her task force frustrated an enemy attempt to reinforce their garrisons on the night of 8–9 June. When they contacted the American ships, the Japanese destroyers turned and fled at such high speed that only one U.S. destroyer division was able to get within firing range. After a running fight of three hours at long range, ''Phoenix'' and her sisters broke off action.

The long-awaited reconquest of the [[Philippines]] began with the landing on Leyte. ''Phoenix'', attached to the Close Covering Group, heavily bombarded the beaches before the highly successful landing 20 October. Her batteries silenced an enemy strong point holding up the advance of a battalion of the 19th Infantry Regiment and continued to furnish effective callfire.

The long-awaited reconquest of the [[Philippines]] began with the landing on Leyte. ''Phoenix'', attached to the Close Covering Group, heavily bombarded the beaches before the highly successful landing 20 October. Her batteries silenced an enemy strong point holding up the advance of a battalion of the 19th Infantry Regiment and continued to furnish effective callfire.

In the now-famous [[Battle for Leyte Gulf]], ''Phoenix'' was a unit of Admiral Oldendorf’s group which annihilated the Japanese Southern Force as it passed through Surigao Strait. ''Phoenix'' fired four spotting salvoes, and when the fourth hit opened up with all of her 6-inch batteries. The target later proved to be the Japanese battleship ''Fuso'', which sank after 27 minutes. The enemy also lost another battleship and three destroyers, and American planes sank a damaged cruiser the next day.  ''Phoenix'' then patrolled the mouth of Leyte Gulf to protect Allied positions ashore. On the morning of 1 November ten enemy torpedo-bombers attacked her and accompanying ships. At 0945 ''Phoenix'' opened fire and five minutes later destroyer ''Claxton'' was hit by a suicide plane. Almost at the same instant, hits from ''Phoenix’s'' 5-inch guns set another plane afire but could not prevent it from diving into destroyer ''Ammens’'' starboard bow. At 0957 a plane making a torpedo run on ''Phoenix'' was splashed by the ship’s machinegun fire, but in a few minutes a bomber hit a third destroyer, ''Killen''.

In the now-famous [[Battle for Leyte Gulf]], ''Phoenix'' was a unit of Admiral Oldendorf's group which annihilated the Japanese Southern Force as it passed through Surigao Strait. ''Phoenix'' fired four spotting salvoes, and when the fourth hit opened up with all of her 6-inch batteries. The target later proved to be the Japanese battleship ''Fuso'', which sank after 27 minutes. The enemy also lost another battleship and three destroyers, and American planes sank a damaged cruiser the next day.  ''Phoenix'' then patrolled the mouth of Leyte Gulf to protect Allied positions ashore. On the morning of 1 November ten enemy torpedo-bombers attacked her and accompanying ships. At 0945 ''Phoenix'' opened fire and five minutes later destroyer ''Claxton'' was hit by a suicide plane. Almost at the same instant, hits from ''Phoenix’s'' 5-inch guns set another plane afire but could not prevent it from diving into destroyer ''Ammens’'' starboard bow. At 0957 a plane making a torpedo run on ''Phoenix'' was splashed by the ship's machinegun fire, but in a few minutes a bomber hit a third destroyer, ''Killen''.

After a lull of two and a half hours enemy planes returned, and, at 1340, scored a hit on destroyer ''Abner Read''. Japanese aircraft attacked the other destroyers as they stood by the sinking ship, but ''Phoenix'' shot down one of the raiders.

After a lull of two and a half hours enemy planes returned, and, at 1340, scored a hit on destroyer ''Abner Read''. Japanese aircraft attacked the other destroyers as they stood by the sinking ship, but ''Phoenix'' shot down one of the raiders.

''Phoenix'' was attacked again by enemy planes on 5 December and was credited with assisting in the destruction of two attackers. Five days later a suicide plane attempted to crash the ship but was brought down by 40-millimeter fire when only 100 yards away.  While proceeding to the assault area off Mindoro 13 December, the ship was constantly under air attack by single suicide planes. That day a lone kamikaze hit nearby cruiser ''Nashville''. On the 15th a 5-inch shell from ''Phoenix'' brought down a circling plane at 8,500 yards. The ship then furnished her usual fire support and covered the landing forces. This gave the Allies a base from which to strike at Japan’s shipping lanes through the South China Sea and to soften up Luzon for forthcoming landings.

''Phoenix'' was attacked again by enemy planes on 5 December and was credited with assisting in the destruction of two attackers. Five days later a suicide plane attempted to crash the ship but was brought down by 40-millimeter fire when only 100 yards away.  While proceeding to the assault area off Mindoro 13 December, the ship was constantly under air attack by single suicide planes. That day a lone kamikaze hit nearby cruiser ''Nashville''. On the 15th a 5-inch shell from ''Phoenix'' brought down a circling plane at 8,500 yards. The ship then furnished her usual fire support and covered the landing forces. This gave the Allies a base from which to strike at Japan's shipping lanes through the South China Sea and to soften up Luzon for forthcoming landings.

En route Lingayen Gulf for the invasion of Luzon, lookouts on board ''Phoenix'' sighted the conning tower of a diving submarine in the Mindanao Sea off Siquijor Island. The submarine submerged and fired two torpedoes which ''Phoenix'' dodged. Destroyer ''Taylor'' (DD–468) blew the midget sub to the surface and rammed her.

En route Lingayen Gulf for the invasion of Luzon, lookouts on board ''Phoenix'' sighted the conning tower of a diving submarine in the Mindanao Sea off Siquijor Island. The submarine submerged and fired two torpedoes which ''Phoenix'' dodged. Destroyer ''Taylor'' (DD–468) blew the midget sub to the surface and rammed her.