In 1937 on its 20th birthday, the Hawaii returned to its yard of birth for a complete refit. Everything between 'A' and 'X' turrets were removed and either renovated or replaced. The old 120,000shp propulsion system was removed and replaced with a 160,000shp plant. Even after this there was space left over which was used for extra fuel stowage. While the deck armour was up a new deck of 5" thickness was placed over the top. A complete new bridge structure funnels and tertiary armament were fitted. The aircraft handling arrangements which had been in place since 1932 was retained.
With a new dual purpose armament replacing the old 5" / 4" / 3", this left room for a modern AA cannon armament. The first mountings were the 28mm 'Chicago Pianos'. The mounting turned out to be a failure in service and was rapidly replaced with twin and quadruple 40mm. The number of 20 mm Oerlikon cannons increased markedly from 1942 on. On completion of its rebuilding and during trials the ship made 33.5 knots with a maximum output of 169,000shp. Generally the Hawaii was credited with 160k and 32 knots.
The Hawaii was sent, just days before Pearl Harbour, to be based on Oahu and take up the role as flagship of the Aircraft Carrier Divisions Escort force. These ships would all be 30+ knot cruisers and destroyers for screening the carriers. On the occasion of the Pearl Harbour attack, the Hawaii was at sea with the carriers.