Rebuilt twice between Wars. In the second rebuild both HMS Queen Elizabeth and HMS Valiant remained almost identical sister ships, the difference being HMS Queen Elizabeth had a tripod mainmast, HMS Valiant a pole mainmast. The changes included improvements to the main guns, allowing 30 degree elevation increasing their range to 32,000 yards. All the secondary armament was replaced with 20 4.5 inch AA gun mounts (10 x 2) (as installed on the Illustious-Class aircraft carriers). 32 2 pdr pom pom guns (4 x 8) were fitted arround the funnel, 16 0.5" (4x4) machine guns were fitted, two on B and 2 on X turret roofs, but these were quickly removed. New aircraft arrangements were made to accommodate 3 aircraft with an athwartships catapult. Throughout the war changes were being made to the anti-aircraft weapons as the threat increased. Her final 20 mm Oerlikons anti-aircraft fit was 52 (26 x 2), the quad machine-guns having been removed. Four HA/LA DCT (High Angle/Low Angle Director Control Tower) were fitted two above and forward of the bridge and two aft. Their heights had to be staggered because of their close proximity. Following the start of the war a Type 273 SR(Surface Radar) on the foremast, a Type SR (Surface Radar) 284 radar on the LA DCT (Low Angle Director Control Tower) and a Type HA (High Angle) 285 on each of the HA DCT's, a Type 291 AW (Air Warning) on the mastheads and an IFF interrogator.

Decommissioned to reserve on 10 August 1945. Sold on 19 March 1948 to Arnott Young, arrived at Dalmuir for scrapping on 7 July 1948.

Commanding Officers:
HMS Queen Elizabeth was in Dockyard Control during reconstruction / refit

Capt. Claud Barrington Barry, DSO, RN
31 October 1940 – 3 April 1942

A/Capt. Renfrew Gotto, RN
3 April 1942 – November 1942

Cdr. Reginald Cecil Haskett-Smith, DSO, RN
November 1942 – April 1943

Capt. Horace Geoffrey Norman, RN
April 1943 – 8 February 1945
CBE 28 May 1943

Capt. Robert Meyrick Ellis, DSO, RN
8 February 1945 – still in command in October 1945 according to the Navy List