HE WAS seated on a chaise, his long frame covered with a shawl and a gray beard covering the famous face. This was late in June, and Henry Fonda was resting in his Bel Air bedroom, his prized garden visible through a picture window behind him and a volume of Walt Whitman in his lap.

The man who had often said that he just wished to be remembered as "a good actor" was as usual, working at his craft, reading aloud to master a script assembled from the writings of America's great lyric poet.

Encouraged each day by his wife, Shirlee, he hoped to regain sufficient strength to perform the piece for television, using his bedroom and garden as a Whitman-like setting for a one-man show. One more American portrait for the Fonda gallery -- beside Tom Joad, Abraham Lincoln, Wyatt Earp, Mr. Roberts and Clarence Darrow.

His prolonged struggle against heart disease had left him weakened, so it was left to me to do most of the talking. Nevertheless, for the hour we were together, he displayed that concentration and feeling of companionship that were among his special qualities. When it came time for me to go, his simple "So long," spoken in his strong prairie voice, carried that mixture of emotion and matter-of-factness that made him unforgettable to his friends and to his public.

The news of his death unlocked memories:

July 1964, the lobby of the Moskva-Pupp Hotel at the Karlovy Vary International Film Festival, Czechoslovakia. Movie stars with entourages and retinues, publicists and chauffeurs, steamer trunks and bodyguards are common sights at such gatherings. The solitary lean figure stood by himself, a plastic garment bag hooked around a bony finger and slung casually over his shoulder, as he waited patiently for his room. The modesty and lack of pretension were instinctive.

Fonda retained throughout his life that down-to-earth midwestern simplicity that moviegoers saw in his first screen appearance 50 years ago. This simplicity gained resonance in one memorable character after another. The characters were the result of a brilliant acting talent, but at their core was the personality of Henry Fonda.

His journey to Czechoslovakia in 1964 was for the first showing of "The Best Man," the film based on Gore Vidal's drama of political intrigue in which Fonda played a principled presidential candidate. Although few American films were shown to the public in communist countries, the lively community of Czech filmmakers had access to the classics. They relished Fonda's portrayal of Wyatt Earp in John Ford's "My Darling Clementine." Particularly they remembered the scene where Fonda tilts back in a chair on the porch of the Dodge City Barber Shop and does a little ballet with his boots against the upright posts.

One afternoon the filmmakers sat drinking Pilsener beer with Fonda on a hotel veranda in Eastern Europe -- taking turns executing the famous maneuver as they drew from their visitor all manner of Hollywood lore.

At the close of the festival I offered Fonda a ride to Prague. The joy of that summer Sunday drive is vivid to this day.

I sat in the front with the lady I would later marry, and Fonda stretched himself across the back seat. For most of the three-hour journey through the countryside, he talked about "Mr. Roberts," about his decision to leave Hollywood in 1948 against the advice of agents and advisers to return to the New York stage. This was a daring professional choice for a man rebuilding his career after three years in the Navy. But the theater, he said, was his wellspring.

He told about his love for the character of Doug Roberts, and how he, a wartime naval officer himself, had grown and changed with every single performance during a 3 1/2-year run.

The making of the film version of "Mr. Roberts" in 1955 was, however, a bittersweet memory. The director was his friend and mentor John Ford, who had guided Fonda through such classics as "Young Mr. Lincoln," "Drums Along the Mohawk," "Fort Apache" and "The Grapes of Wrath." The location filming in Hawaii became a low-comedy nightmare when Ford took to the grape and made a surprise 4 a.m. visit to the actor's quarters and TKO'd a bewildered Fonda with a right hook. Ford eventually was replaced, Fonda said, and the movie of his greatest role was not the film classic he yearned for. In a more self-centered man this would have been a sorrowful tale of personal disappointment, but Fonda recounted it with rollicking humor and an abiding love for John Ford.

His lack of pretension was the source of his greatness. Fonda's friend Jimmy Stewart says the single most important and elusive quality for a screen actor is "believability." Audiences were always ready to believe Fonda, standing up there representing the best of what Americans aspire to be. Fonda was believable, too, as a friend, as a companion and as a colleague.

He was, as well, active in politics before it became the fashion for celebrities. And he did it in an understated way that seemed true to his nature.

I remember seeing him in 1960 in the Los Angeles living room of playwright Clifford Odets. We were part of a gathering of Democrats, hoping to sway the 1960 convention to Adlai Stevenson at the last moment. But Stevenson's campaign was short of credentials, so his supporters were taken to a basement entrance to the sports arena and left to gain entry by their wits. Even those of us who brought no fame or reputation to this mission were concerned about the indignity of being ejected by security police. Fonda seemed purposeful and unconcerned.

The next day he nonchalantly strode through the basement gate onto the convention floor and then, growing in the role, he shuttled in and out past respectful security men, each time escorting one more Stevenson supporter into the arena.

There were vigorous complaints later from the forces of John Kennedy, who felt they had earned the nomination and were dismayed by the size and duration of the floor demonstration for Stevenson.

It went unreported that the trojan horse for this operation was the nondelegate from Omaha who had made audiences believe he was the young Abe Lincoln and who, that day, made believers out of security guards.

Fonda loved to work and was even generous with his talents. When Jimmy Stewart was selected to receive the American Film Institute's Life Achievement Award in 1980, an honor accorded Fonda two years earlier, Fonda was everyone's first choice to host the television tribute celebrating the career of his oldest friend. But Hank had been ill and I was hesitant to propose a strenuous assignment. Finally I decided to pose the question in a way to make it easy for him to excuse himself. Fonda's reply was straightforward: "I'd be honored."

Several days later a lanky figure in work shirt and Levis strolled into the production office. "I was passing by and I thought if I could get some script I could start learning it."

TelePrompTers and cue cards, the dreaded crutches of television specials, would not do for a performance centered on two men who knew the secret of "believability." Fonda wanted Stewart's tribute to be flawless, and by drawing on a lifetime's training and three weeks of dedication, the 75-year-old actor breezed through the evening without a slip.

Henry Fonda was rarely, if ever, a Hollywood box-office king. His surpassing stature as an actor is derived from the body of his work -- an unmatched accumulation of distinguished and touching portrayals in films that have endured. His work has met the most important test of all -- the test of time.

Yes, indeed. Hank's modest wish will be granted. He will be remembered as a good actor.