NEW YORK, NOV. 12 -- You needed a ticket to get a good seat. There were stars disembarking from limos and photographers straining at the barricades and sidewalk spectators watching the stars and the photographers. The event took on the coloration of a society ball or a Broadway opening, which was appropriate since it was a memorial for William S. Paley, showman, socialite and builder of one of the world's great communications empires.

The founder and chairman of CBS, who died two weeks ago at 89, was still exerting his fascination-slash-influence at Temple Emanu-El this morning. Among the 2,000 who filled the vast, vaulted sanctuary were Richard Nixon and Carl Bernstein, Alan Alda and Abba Eban, agent Swifty Lazar, Barbara Walters and Arthur Schlesinger. A flotilla of Power Ushers in rosebud boutonnieres included Time Warner chairman Steve Ross, CBS Broadcast chief Howard Stringer, "60 Minutes" producer Don Hewitt, Paley attorney Arthur Liman, Paley rival Tom Murphy of ABC/Capital Cities and fashion designer Oscar de la Renta. Dan Rather strode down the long center aisle alone, looking grave; "60 Minutes" men Mike Wallace, Morley Safer and Ed Bradley came in together.

If every guest list tells a story, this one reflected some turbulence.

Laurence Tisch, who acquired and began dismantling the corporation that Paley built out of an unprofitable radio chain, was seated up front with the rest of the CBS board.

The CBS chairman Paley anointed and then helped to oust, Thomas Wyman, was a guest but not an usher. Asked whether he'd had a reconciliation with Paley before he died, he gallantly replied that "I never had any reason to have one."

The CBS president Paley forced to retire at 65, Frank Stanton, was the first eulogist, after the Mendelssohn sonatas had died away. "Bill Paley was a builder," declared Stanton, who worked with him for more than 50 years. "And CBS was his monument." A television camera and operator lurked behind the urns of flowers and potted palms, transmitting closed-circuit coverage to all CBS affiliates and installations.

Stanton recognized Paley as a broadcasting pioneer and a programming genius. "Nothing daunted him," he said. "And by his boldness and brilliance he shaped an industry and changed our world."

Other speakers contemplated other aspects of The Chairman's kaleidoscopic life. ("I met him 35 times and I never called him Bill until last year," Andy Rooney was to recall after the service.)

David Rockefeller, Paley's fellow tycoon and arts patron, praised Paley's long involvement with the Museum of Modern Art, which will receive hundreds of millions of dollars worth of artworks from Paley's collection.

Walter Cronkite declared himself now able to express his unalloyed admiration without having his accolades sound "like a bid for another lucrative contract" -- of which, he noted, there had been plenty (even after he left the airwaves). He praised Paley's commitment to an independent, unbiased and well-funded news division despite the "nearly unbearable tension" Paley felt from fellow industrialists, his society friends, pressure groups and political antagonists who urged him to intervene in its operations. "The integrity of CBS News prevailed, one of the finest and freest news organizations that has ever existed, and I know that it happened on Bill Paley's watch," Cronkite said.

It fell to Henry Kissinger, improbably enough, to provide a bit of comic relief and to describe a more human Paley, with whom he became close friends when Paley was already in his seventies. Paley installed him on CBS's board and also designated him one of several executors of his estate (estimated at $550 million), along with Stanton, Liman and three men who helped manage Paley's personal affairs.

"What fun Bill Paley was to be with," Kissinger said. "He expected everyone to enjoy himself as much as he did, and he proposed to have a marvelous time." He recalled their travels together, Paley accompanied by his doting valet and by suitcases of Hungarian salami "to buffer Bill from a sudden food shortage on foreign terrain."

Indeed, love of eating became something of a eulogistic theme. Paley's friend Marietta Tree remembered being ushered into a swellegant restaurant by fawning waiters, whereupon Paley took her hand, flashed "his most seductive smile," and asked her, "Darling, doesn't your heart beat faster when you see a new menu?"

Indestructibility was another theme. Paley was dozing in a chair looking "quite spent" the last time Kissinger saw him, he said, but roused himself and whispered, "Tell me something amusing." Kissinger complied with recollections of a trip they made to the Middle East, on which Paley's nasty fall down a flight of stairs was imperturbably followed by a long flight to Marrakesh, "his bandaged head giving him the appearance of some exotic sheik," and a sumptuous 2 a.m. dinner. Reassured of his vigor, Paley broke into a smile.

Unmentioned publicly, but something of a subtext, was the exhaustive and demythologizing new biography of Paley, "In All His Glory" by Sally Bedell Smith, 80,000 copies of which were hitting bookstores just as obituaries were being written for its subject. The Paley it portrays was a nastier and less visionary character whose inability to yield control to a successor led to a much-diminished CBS. This theory has its adherents, some within CBS itself, but today the veterans were closing ranks to protect the image of the nurturing Founder.

Eric Sevareid, arriving for the service with former CBS News president Bill Leonard, called Paley "a complicated and remarkable man, and the notion that everything good done at CBS over 60 years was done in spite of him, as some have written, is preposterous."

And after the closing prayer, Mike Wallace recalled Paley's habit of coming in to the Broadcast Center on election nights, well past the time the Chairman had anything much to do with the network's operations. "He would just wander around and watch all of us at work," Wallace said fondly. "The fact is that there was a sense of pride, among all of us, in his being there."