In January 1940, the motor passenger ship Southern Prince of Furness, Withy & Co Ltd, Liverpool (Prince Line, used in the New York - Argentina service) was requisitioned by the Royal Navy and converted to an auxiliary minelayer. On 5 Jun, 1940, the ship was commissioned and joined the 1st Minelaying Squadron. She laid a mine barrage across the Northern Approaches and was the headquarters ship of Rear-Admiral Rivett-Carnet during Operation Neptune, the naval part of the landings in the Normandy. On 7 Jun, 1944, the HMS Southern Prince had left the Solent in convoy EWP-1 and anchored off Juno beach on the following day. After October 1944, she was used as accommodation ship and ended the war as a fleet training ship in the Pacific. 1945 returned to owner.

On 1 Apr, 1947 sold to Italy, renamed Anna C. for G. Costa fu Andrea, Genoa and entered service on the Italy-South America route in March 1948. In 1951/52 the ship was re-engined and the accommodation was upgraded for cruise voyages. After a serious fire in 1971, she was sold for scrap and broken up at La Spezia the following year.

At 00.44 hours on 26 Aug, 1941, U-652 fired a spread of three torpedoes at a convoy running south-southeast and observed one hit near the bridge on a motor vessel, which stopped shortly thereafter and was missed by a coup de grâce at 00.53 hours. The HMS Southern Prince was not in a mercantile convoy but part of a minelaying task force which was returning from laying the minefield SN-70A in the Northern Barrage.

HMS Lightning (G 55) and HMS Lamerton (L 88) left Scapa Flow to assist the torpedoed ship and escorted her to the Minches. She was repaired at Belfast.