It was, as Katharine Hepburn pointed out, an evening "full of memories and full of affection." Lured by the premiere of a new documentary and appearances by several of his more celebrated friends, 1,600 filled the Majestic Theatre to honor Spencer Tracy and fund scholarships in his name at the American Academy of Dramatic Arts.

"Spencer told me the story about how he came to New York with the Ripon College debating team," Hepburn told the audience, after being introduced by Frank Sinatra and striding into the spotlight in her trademark black trousers, loose black coat and graying topknot.

It was 1921 when Tracy, 21 years old, passed Carnegie Hall (then the academy's home), wandered in on impulse and read a scene for the academy's director of training. The director invited him to enroll. "Spencer indicated that he'd love to come but he couldn't afford to . . ." Hepburn related. The director told Tracy to pay him later. "Maybe that's what this event is all about," Hepburn concluded.

Proceeds from the benefit will establish the Spencer Tracy Endowment Fund for Student Scholarships at the academy, which likes to call itself "the oldest school of professional dramatic training in the English-speaking world." Tracy was a member of the Class of '23.

Among those who reminisced for an appreciative crowd were his friends, actor Robert Wagner, the evening's host, and Stanley Kramer, who directed Tracy in four films, including his last, "Guess Who's Coming to Dinner?" Tracy died in 1967, a few weeks after completing that movie.

Sidney Poitier, who costarred in that film, recalled a dinner Hepburn cooked for him, Kramer and Tracy. He expected Tracy to be "a roustabout, gung-ho, hard-living fellow," but instead encountered someone "who would probably raise his fists to fight if someone called him an intellectual, but that's what he was." He remembered Tracy sitting in his favorite chair, spinning stories that Hepburn had heard dozens of times. She, sitting on the floor with her elbow on his knee, "was looking up at him the entire time like a smitten 17-year-old . . . around him she was a little pussycat. I swear I don't know how he did it."

Hepburn and Tracy had been co-stars and companions since the early 1940s.

Sinatra had one of those dinners, too. The lights went out in mid-meal. "I said, 'Where's the fusebox?' He said, 'No no no, she does all that kind of work.' She got a screwdriver and a flashlight and I swore she was going to electrocute herself, but she knew just what to do."

Sinatra also remembered encountering Tracy on the Superchief headed east, where Sinatra had an appointment for a draft physical. "There goes the goddam war," Tracy muttered.

"We laughed the whole night long and lifted a few more," said Sinatra.

Hepburn said she found it "heartwarming" that Wagner, Kramer, Poitier and Sinatra agreed to attend a tribute. "They said where. I said New York. When? March third. It was as simple as that. When I get calls like that, I'm apt to say, 'Well, yes, it does sound very interesting, terribly interesting, I'd love to come but I plan to be in Europe then.' It's quite an example," she concluded.

Her remarks were followed by a lifetime achievement award, accepted by Tracy's daughter Susie Tracy, and by the documentary, "The Spencer Tracy Legacy: A Tribute by Katharine Hepburn." Produced by WNET, New York's public television station, it will be broadcast by PBS this weekend.

Before adjourning to the theater, the benefactors attended a reception at Sardi's (for the $125 givers) or a champagne buffet at the Marriott Marquis (for the $300- to $500-a-person crowd).

The pricier ticket holders included Christopher Reeve, Burt Bacharach escorting his mother Irma, Wagner and Jill St. John, Adolph Green and Phyllis Newman, and Betty Comden with Leonard Bernstein, all describing themselves as Spencer Tracy fans.

"I just met him once at the Theater Guild, one afternoon all those years ago," Patricia Neal said. "He was a great actor, and great actors interest me."