Henley off Mare Island, 26 February 1942.
The second USS Henley (DD 391) was launched 12 January 1937 by the Mare Island Navy Yard, Vallejo, Calif.; sponsored by Miss Beryl Henley Joslin, a collateral descendant of Captain Robert Henley, and commissioned 14 August 1937, Lt. Comdr. H. Y. McCowell in command.

After shakedown in the Pacific and Hawaiian waters, Henley joined the Pacific Battle Force, Destroyer Division 11, at San Diego 12 September 1938. She departed San Diego 14 April 1941 to join the fleet at Pearl Harbor. When the Japanese attacked Pearl Harbor 7 December 1941, Henley was moored in East Loch with battle stations manned, a green sailor having sounded General Quarters instead of Quarters for Muster. This fortunate mistake gave Henley the opportunity to fire the first destroyer shots as the initial wave of enemy planes swooped in. A bomb exploded 130 yards off her port bow as she slipped her chain from the buoy, and, as she cleared, she received a signal that a submarine was in the harbor. Henley maneuvered through the smoke, fire, and confusion and sped out of the channel. Her gunners splashed one dive bomber with her .50 cal. guns and shared credit for another. Conned by a junior lieutenant both her commanding officer and executive officer were ashore when the attack began Henley dropped depth charges on a sonar contact, possibly a midget submarine, outside the harbor, and continued to blaze away at the enemy with her guns. (continued)