The Invincible Class battleships were intended to replace the older Austin Class, and the Great Depression of the 1930s forced everyone, including the Navy, to reduce expenses. As a result, when the Invincibles were laid down, the decision was made not to rebuild the Austins, which were due for a complete overhaul in 1936 and 1937. It was decided they would sail on until replaced, without upgrades.
War in 1942 changed that decision. The Navy decided to retain the Austins instead of laying them up in reserve, which would effectively double the number of battleships in the Texas Navy. But the Austins were woefully obselete, and the Naval Staff did not want to waste a year or more on the engineering overhaul to upgrade their powerplants. An emergency refit, limited to expanding command and control spaces, upgrading ordnance and fire control equipment, and installing modern (fairly) electronics would have to suffice. This refit was accomplished in about six months, and by early autumn the Austin was ready to go back to sea:
The forward lattice mast was removed, and the space between the funnel and the conning tower filled in with spaces for flag facilities and radar installations. The bridge was moved aft several feet, and a walk-around platform was built around it. A shorter mast was reinforced and reinstalled and the forward searchlights removed completely.
Six of the 6"/53 single-purpose secondary guns were removed and their casemates plated over. They were replaced on the 01 level with six 5"/38 dual purpose guns, similar to those on some of the destroyers. The dual-purpose armament required high-angle fire control, and two directors were fitted to the sides of the forward command tower. They were not the most reliable installations, but were the best available at the time.
25mm/70 AA machine guns were installed, two sets forward and two sets aft for close-in air defense. Their number would be increased until later replaced by the more effective 40mm Bofors.
US-made radar sets were installed for air and surface search.
In this configuration the Austins were largely expected to provide in-shore fire support for amphibious landings, not so much for ship-to-ship engagements.