Washington's Old Guard made a rare appearance yesterday under a crisp autumn sun and the nearly leafless trees of Arlington National Cemetery to honor former CIA director Richard Helms, the gentlemanly keeper of some of the nation's darkest secrets.

Standing side by side with today's leading spymasters at the memorial service in the Fort Myer Officers Club, CIA Director George Tenet told family, friends and colleagues that Helms, who died in his sleep Oct. 22 at age 89, was "the complete American intelligence officer."

Tenet described Helms as a mentor whose counsel he often sought, especially in moments of crisis. "Whatever the problem, I knew he had faced it," Tenet said. "Keep your head up -- get on with it" was Helms's advice to Tenet, he said. "Always get on with it. The stakes are so high."

Helms knew about high stakes. A career intelligence officer who rose to become the nation's top spymaster in 1966, he was one of the original architects of the modern CIA. His career took in the agency's glory days of Soviet espionage when it could do no wrong, to the controversial domestic spying and foreign assassination and coup attempts of the 1960s and early '70s when, it seemed, it could do no right.

In 1973, President Richard M. Nixon asked for Helms's resignation after he refused to permit the CIA to be used in the coverup of the Watergate break-in. Helms went on to become ambassador to Iran for three years, then left government service. In 1977, he pleaded no contest in federal court to charges of failing to testify fully before Congress about the CIA's role in the covert financing of Chilean anti-Marxists in 1970 to influence the presidential election. "I had sworn my oath to protect certain secrets," he had explained at the time.

Officials from the top levels of every White House since Nixon attended yesterday's memorial service, including Nixon's secretary of state, Henry Kissinger, and CIA director -- then defense secretary -- James Schlesinger; the elder George Bush's White House counsel, C. Boyden Gray; President Clinton's CIA director, John Deutch; Supreme Court Chief Justice William Rehnquist and Justice Sandra Day O'Connor; Federal Reserve Chairman Alan Greenspan; and Deputy Defense Secretary Paul Wolfowitz.

An equally prominent, but purposefully low-profile, set of CIA heroes filled the officers club. Among them were former operations directors Clair George, Dick Stolz and Jack Downing; legendary station chiefs James R. Lilley, Dick Holm and Burton Gerber; and retired Maj. Gen. Jack Singlaub, one of a dwindling number of officers from the Office of Strategic Services, the CIA's precursor.

"He was a man of restraint, exactitude and powerful discretion," diplomat Frank Wisner, whose father was a great friend of Helms's, told the assembled.

Helms was, above all, loyal to the agency and confident of its strength, said Thomas Powers, author of the definitive Helms biography, "The Man Who Kept the Secrets." Powers recalled that after Sept. 11, 2001, in the midst of public inquiry into the agency's performance, Helms told him: "The agency can stand any level of change internally. No matter who's running the organization, it goes on operating."

Helms is buried on a gently sloping hill of Section 7, near the graves of other legends -- Walter Bedell Smith, CIA director; Gen. George C. Marshall, WWII Army chief of staff; and Clark McAdams Clifford, President Lyndon Johnson's defense secretary -- and within a stone's throw of his best friend, former CIA director of operations Frank Wisner.

At Arlington National Cemetery, the funeral cortege for Richard Helms.Cynthia Helms with the ashes of her husband at the burial service in Arlington National Cemetery.Helms with Nixon shortly after leaving the CIA. Nixon had asked for his resignation after a dispute over Watergate.