Design: HMAS Adelaide was an improved version of the British Town-class light cruisers. The ship was of the same basic design as the HMA Ships Brisbane, Melbourne and Sydney. She was originally equipped to burn both coal and oil fuel. Fitting out and completion were very seriously delayed due to the loss by enemy action of important forgings for the turbines and other machinery parts wich could not, at that time, be made in Australia. Replacement, due to the war conditions, took over two years. The decision to corporate extensive modifications as a result of war experiance of other ships resulted in further delays. In fact, Adelaide for a time was known as HMAS Long-Delayed.

Modifications: In 1938 HMAS Adelaide was taken in hand for an extensive refit and modernisation at Cockatoo Island Dockyard. The refit wich was completed in March 1939, included conversion to burn oil fuel only, involving removal of the two forward boilers, the forward funnel and uptakes, and the construction of additional oil fuel tanks. Several alterations were made to the armament, including the removal of one 6-inch gun, the 3-inch anti-aircraft gun and the torpedo tubes. (the 12-pdr gun had been removed in 1937). Three 4-inch anti-aircraft guns were fitted and the gunnery control positions were rearranged. During her May-July 1942 refit the armament was strengtened by the fitting of six 20mm Oerlikon anti-aircraft guns. During her June-September 1943 refit there were further alterations to her armament. Two six-inch guns were removed from the waistand replaced by six depth-charge throwers. One of these 6-inch guns was relocated on the centreline, above and forward of the quarterdeck 6-inch gun so as to fire over it. This rearrangement enabled the retention of five 6-inch guns on the broadside. The 4-inch anti-aircraft gun displaced by the relocated 6-inch gun was landed. The heavy armoured shields on the 6-inch guns were replaced by a new type of square and comparatively light bullet-proof shields. Service: Before her extensive 1938-refit Adelaide was more then ten years in reserve. She recomissioned on 13 March 1939 under the command of Captain H.L. Howden, RAN, and after trials and practises Adelaide proceeded from Sydney to participate in trade defence exercises in company with units of the Australian Squadron, the New Zealand squadron, mercantile marine and aircraft from the RAAF. These exercises were completed in April 1939. Adelaide returned to Sydney and paid off to reserve on 17 May 1939, her crew being transferred to SS Autolycus on 15 May, for passage to England to commission HMAS Perth.

On 1 September 1939 Adelaide commissioned for war service under the command of Captain H.A. Showers, RAN, and operated on the Australian coast for defence of trade. On 3 september 1940 while proceeding to Brisbane from Sydney en route to New Calidonia, Adelaide was in collision with SS Coptic. Both ships avoided major damage. She then served off New Caladonia during September-October 1940 in order to establish a pro Free-French government. Adelaide arrived back in Sydney on 8 October 1940. From then until May 1942 Adelaide carried out patrols, convoy escort and shipping protection duties on the Australian Station. The ship was under refit at Garden Island from May to July 1942. After completion of this refit Adelaide was based at Fremantle for convoy and escort duty in the Indian Ocean. On 28 November 1942 Adelaide together with the Royal Netherlands Navy Light Cruiser HrMs Jacob van Heemskerck and the minesweepers HMAS Cessnock and HMAS Towoomba was escorting a convoy in position 23.30S, 99.21E (Southern Indian Ocean). Early in the afternoon, Adelaide sighted a strange ship, with Jacob van Heemskerk closed in to investigate. The ship made distress massages claiming to be SS Taiyang, a name that Adelaide could not accept, so Action Stations was ordered at a range of 15.000 yards, peting identification. The navigating officer of Adelaide, quickly identified her as the German blockade runner Ramses. Adelaide opened fire and hits were optained on the third salvo. At 15.52 Ramses suddenly sank. Jacob van Heemskerk who had also been firing was ordered to rejoin the convoy while Adelaide picked up the survivors.

After this incident, Adelaide continued her duties of convoy escort and patrols, operating from Fremantle. This service was interrupted by a refit at Williamstown Dockyard from June to September 1943. After this refit Adelaide served on further convoy escort and patrols, from Fremantle. On 8 October 1944 the ship left Fremantle for Melbourne and on 4 January 1945 she departed Melbourne for Sydney where she arrived on two days later. Here ended het seagoing service. Adelaide was paid off on 26 February 1945 but recommissioned on 19 May 1945 as a tender to the Syney shore establishment HMAS Penguin. On 13 May 1946 Adelaide was finally paid off. The ships hulk was sold on 21 January 1949 to Australian Iron and Steel Pty Ltd., her gear and equipment having been sold in 1947.