HMS Prince of Wales was a King George V class battleship built at Birkenhead. She was commissioned on 19th January 1941

She was heavily involved in the pursuit of the German battleship Bismarck and the cruiser Prinz Eugen, and landed 3 salvoes on Bismarck including two critical hits, one which caused extensive flooding forward, and another which exploded under Bismarck's armour belt causing machinery damage, the combined effect of both hits caused her to make the ill-fated decision to return to port. Prince of Wales suffered heavy damage during the engagement and had to return to Rosyth to be repaired. Prince of Wales transported Prime Minister Winston Churchill to the Newfoundland Conference with US President Franklin D Roosevelt.

On 25 October 1941, Prince of Wales departed for the Far East to join Force Z. She docked in Singapore on 2 December with the rest of the force, and on 10 December Force Z was dispatched to investigate reports of Japanese landing forces at Kuantan. On arriving there they found the reports to be false. At 11:00 that morning Japanese bombers and torpedo aircraft began their assault on Force Z.

In a second attack one torpedo struck Prince of Wales on the port side, wrecking the outer propeller shaft and causing the ship to take on a heavy list. A third torpedo attack developed against HMS Repulse, but she managed to avoid all torpedoes aimed at her.

A fourth attack by torpedoes sank Repulse at 12:33. Six aircraft from this wave attacked Prince of Wales, with three of their torpedoes hitting the ship on the starboard side, causing flooding. Finally a 500 kg bomb hit the catapult deck, penetrated through to the main deck and exploded, tearing a gash in the port side of the hull.  At 13:15 the order was given to abandon ship and at 13:20 Prince of Wales sank.

Vice Admiral Tom Phillips and Captain John Leach were among the 327 fatalities