"Parizhskaya Kommuna" finished the first stage of her reconstruction in January 1938 with unresolved stability issues derived from all of the additional topweight. The options to cure this were discussed at length until Marshal Voroshilov, the People's Commissar for Defense approved the addition of anti-torpedo bulges in 1939 which would increase the ship's underwater protection and rectify her stability problem. The second part of the reconstruction was carried out between December 1939 and July 1940. A pair of bulges were fitted that extended from the forward magazine to the rear magazine that increased the ship's beam by . They had an unusual form that consisted of an outer void compartment intended to weaken the explosive force of the torpedo backed by a relatively narrow section immediately adjacent to the original hull that extended from above the waterline to the bottom of the bilge. This was divided into two compartments; the lower of which was kept full of either fuel oil or water to absorb splinters and fragments from the explosion while the upper compartment was filled with small watertight tubes intended to preserve the ship's waterplane area and minimize flooding from gunfire hits around the waterline. The underwater torpedo tubes were incompatible with the bulges and were removed at this time. The bulges increased her standard displacement to , increased her metacentric height to and reduced her speed to . The Soviets took advantage of her extra stability to reinforce her deck armor by completely replacing her middle deck armor with cemented armor plates originally intended for s. These were not ideal as they were harder than desirable for deck plates, but they did have the prime virtue of being free. At some point, the exact date is unknown, her 45-mm guns were removed and sixteen "70-K" automatic AA guns were added, three each on the fore and aft turret tops and twelve in the superstructures.