NEW YORK -- It is said that the worst thing that can happen to a dying man -- or woman -- is, in the last moments, to see someone else's life flash before his eyes.

Doris Bry, who was Georgia O'Keeffe's closest associate for 30 years, still struggles to see that it doesn't happen to her.

It hasn't been easy: Before O'Keeffe summarily fired her 12 years ago, Bry had spent her entire adult life -- from age 27 to 57 -- working as O'Keeffe's chief assistant, curator, exclusive dealer and, finally, executor of her estate. During those years, O'Keeffe lived and worked in New Mexico, while Bry held the fort in New York, tending to business, exhibitions, scholarship and O'Keeffe's art, which -- along with that of the artist's late husband, photographer Alfred Stieglitz -- was stored there. Only Bry had the key.

If O'Keeffe had died in 1972, Bry would have been rich. But in 1973, a 27-year-old potter named Juan Hamilton turned up on O'Keeffe's Abiquiu doorstep looking for work. Partially blind and increasingly frail, O'Keeffe now needed someone nearby, and badly. Hamilton ended up staying 13 years. Swallowed up in her aura and mystique, he swiftly became not only an assistant, but also an intimate friend, companion, caretaker and ultimately primary heir to O'Keeffe's $70 million estate.

According to Roxana Robinson's impressive new O'Keeffe biography, "Georgia O'Keeffe: A Life," which is tough on Hamilton, Bry was unseated not so much by O'Keeffe as by Hamilton, who, according to others in the household, waged a subtle offensive against Bry over a period of time.

Bry has never thought otherwise, and to this day does not blame O'Keeffe. "She never would have done this to me. I know she wouldn't," says Bry as she sits knee-deep in the folders and catalogues that fill her otherwise spare, white, east '70s apartment in Manhattan. There is only one thing hanging on the wall, a bit of old calligraphy, the gift of a friend. It reads: "Do right and fear not."

Eight years of lawsuits, counter-suits and arbitration followed Bry's dismissal, which she fiercely resisted. First, O'Keeffe sued for return of her works, a matter settled quickly when Bry complied. Bry then sued O'Keeffe for breach of contract and sued Hamilton for $3 million in damages for inducing the breach of contract. Bry lost both suits, but a sealed out-of-court settlement was concluded in 1985.

"It was a pretty good settlement when it was first proposed," says Bry, "but it was pretty worthless by the time I paid my legal bills. There's no way anything can pay for eight years wasted like that. It was a Kafkaesque game, and I'm sure my life has been shortened by it."

Now 69, she still won't talk about Hamilton, saying she's forbidden by the terms of the settlement to talk about any aspect of the litigation. "I don't want to be sued," she says. "But, more importantly, I have to work with these people."

It's true: When she lost her job, she also lost access to 30 years of her research papers, which first came wholly under Hamilton's control, and later under control of the estate and its most recent incarnation, the O'Keeffe Foundation, of which Hamilton is one of five board members.

"The estate controls everything," says Bry, "so I can't say anything that would make them mad. Unfortunately."

Ironically, the web of permissions and copyright controls that Bry must now deal with is one that she herself set up, following O'Keeffe's rigid desires, which in turn were handed down to O'Keeffe by Stieglitz. Long before Hamilton arrived, any project involving O'Keeffe was seen by many as a form of torture inflicted on any museum director or curator who sought to borrow or buy a painting, or reproduce one.

"I know," Bry now admits. "Sometimes I think I created a monster."

Since the breakup, she has been something of a recluse, at least so far as the art world is concerned, refusing to grant interviews to the press or to any of the army of O'Keeffe biographers now hard at work on books and films. "I'll do my own book," she says.

In effect, she has now done her own book, even though it was not her idea: the lavish picture book "Georgia O'Keeffe in the West," which she edited with Nicholas Callaway, and which was published last fall by Knopf in association with Callaway. She agreed to this interview only "for the sake of the book," which seems, in a real way, to have changed her life.

Keen Eye Two years ago, when the prize-winning young art publisher Nicholas Callaway first asked Bry to come on as a consultant to "100 Flowers" -- the first of his current series of four lavish, $100 picture books on O'Keeffe's art -- she said no.

"How could I?" she asks, as she frankly but cautiously answers questions. "I'd spent my life saying O'Keeffe wasn't a flower painter.

"But some things you can't stop, so you try to make them the best you can."

Four weeks later, after an urgent call for help from Callaway in Japan, she was in Kyoto, working with some of the finest color printers in the world. (Not surprisingly, the project had been held up for weeks by the O'Keeffe estate's delay in granting permissions to reproduce.)

"She was the white knight of that book," says Callaway. "Her eye was incredible. She could see things I would never have seen.

"What she was helping me with there was on-press color correction and supervision, with the goal of bringing the paintings to life on the sheet," explains Callaway. "We often laugh at our invisible profession -- nobody knows what we do. But basically, we're two people who love the printed page, and are fascinated by how you make that come alive."

Bry says she learned that from O'Keeffe. "When we were trying to sort out the master set of Stieglitz photographs {which went eventually to the National Gallery of Art} she'd hold up two photographs that looked exactly alike to me, and ask which I thought was better. Then she'd show me the difference. Working with this extraordinary material every day was my education."

That education proved invaluable to Callaway, and the success of that first collaboration led him to invite Bry to co-edit and write the current volume, "Georgia O'Keeffe in the West." This time Bry accepted, and the book -- with its poetic text by her -- has met with rave reviews.

"I spent a lot of time hanging exhibitions with O'Keeffe," says Bry. "She felt that laying out a book was the same thing."

Bry is now hard at work on "The New York Years," which she is again editing with Callaway and which will be out next fall. "I think it's going to be fascinating, because it's the period when she first did her major abstractions in oil, and her only skyscrapers of New York, and the big flower paintings. It's also when she was first acclaimed as a major American painter."

Says Bry, "O'Keeffe always wanted to paint the Brooklyn Bridge again, but never did. All those tall buildings that went up on Sixth Avenue -- she didn't like them, but she'd like to have painted them."

The last book in the series, due next year, will deal with works on paper, focusing on the early abstractions, which Bry sees as among O'Keeffe's greatest accomplishments.

In 1974, Bry proved her commitment to these drawings by publishing, under her own imprint, Atlantis, a limited edition portfolio titled "Some Memories of Drawings," extraordinary reproductions of O'Keeffe's earliest charcoals, which O'Keeffe signed. Incredibly, there are still some of them stashed away in Bry's apartment, unsold.

She was also ready, in 1975, to publish a trade edition of "Some Memories ... ," but the problems with Abiquiu had already begun, and publication was somehow stopped.

Determined to finish what she'd started, she published the trade edition last year, in conjunction with the University of New Mexico Press, thereby taking her first steps back into the real world. Beautiful as it is, news of it was somehow lost in the brouhaha over the National Gallery's O'Keeffe retrospective of that year.

There was, however, one remarkable response. "A queer thing happened," recalls Bry. "Juan wrote me a very nice note about it. I almost fainted. I never got a note like that from him about anything."

What did she do? "I wrote back a very polite little thank-you note," says Bry. "I thought if someone's going to be pleasant, I'm not going to throw it in their face at this stage in my life."

The Early Years Publishing, in fact, is what brought Bry to New York in the first place. "I'd been living in Cambridge {Mass.} and saw an exhibition of Stieglitz photographs at the Boston Museum of Fine Arts and was just bowled over by them," says Bry, who had graduated from Wellesley College a few years earlier, in 1941.

"I was looking for a job in publishing, and I'd heard of Dorothy Norman, who was administering a fund to support Stieglitz's gallery An American Place. Oddly enough, my first job in New York was working for her."

It was odd because the wealthy, much younger Norman was O'Keeffe's nemesis, having become Stieglitz's mistress as well as his acolyte and supporter during O'Keeffe's long absences in New Mexico. After Stieglitz died, however, their work on his estate overlapped, and Bry soon found herself in the difficult position of working for both of them.

"I had to choose," she says, and she chose O'Keeffe. She helped O'Keeffe organize memorial shows, to sort out and catalogue the jumble of hundreds of paintings and photographs in the Stieglitz estate, and finally to divide and distribute them to various American museums. She also took on the herculean task of assembling the extensive Stieglitz Archive for Yale University.

As time passed, she also began to organize exhibitions of Stieglitz and O'Keeffe material, and wrote and researched two catalogues on Stieglitz, one notable one at the Boston Museum of Fine of Arts. In the process, she demanded and helped develop new levels of plate quality for the reproduction of works of art, especially photographs. Yale professor and MacArthur grantee Richard Benson, who devised some of those innovative techniques with Bry, says of her, "I was the techie, she was the eyes."

In 1970 Bry was co-curator of the Whitney retrospective, the first major survey since 1947, and the show that brought O'Keeffe's work to a new generation, and a new level of acclaim.

Stephen Weil, now deputy director at the Hirshhorn, was administrator of the Whitney Museum in New York when the 1970 O'Keeffe retrospective took place, and recalls Bry well. "She wasn't just a dealer: She really was working with O'Keeffe and shaping her career. A dealer is in the business of more or less buying and selling paintings, and would represent many artists. Doris seemed to have a much closer relationship, a very singular relationship. No question -- there was an enormous emotional commitment there."

Before she became O'Keeffe's exclusive dealer in 1965, Bry had always hedged her bets by working at various production, writing and editing jobs -- at Saturday Review, the Ford Foundation and Time-Life Books. "I was not exclusively involved with her," says Bry. "I always kept a place to live in New York, and that wasn't an accident. I didn't want to live in New Mexico and take care of a house.

"Also, you're young and easily influenced, and that was a very strong person," says Bry. "You could be easily consumed. I had other jobs, other relationships. I lived in the real world as best I could."

But O'Keeffe's aging changed things and demanded more time, and by the time of the Whitney show, Bry had given up everything else to concentrate on O'Keeffe. Two years later, with the 1972 "Harvard Agreement," which left O'Keeffe's paintings to the university to benefit students there, Bry was sole executor and, she thought, protected contractually as O'Keeffe's sole agent.

"I thought that I had finally achieved the security I needed." says Bry.

That's when the roof fell in.

Making Ends Meet After she was fired by O'Keeffe, Bry began selling other art "because I had to earn a living," says Bry, "you do the best you can. I sold anything I could get a hold of in the Stieglitz period, because that's what I knew best.

"But O'Keeffes were never easy to get, and they've gotten consistently more difficult," she says. "I was exhausted."

Bry still deals in art of the period, and has a lovely little Joseph Stella flower painting on her mantelpiece, alongside a very small O'Keeffe, a barn painted on a visit to the Gaspe Peninsula -- both for sale.

She has also been known to help sell the occasional jade bowl, but devoted as she is to expertise, it's hard for her, and even harder to imagine her wheeling and dealing in today's hype-driven marketplace.

So could she abandon O'Keeffe? "Maybe one should drop all this and walk away," says Bry. "But I think it's better that I did the Callaway book than that I didn't, and I think each publication I've done has been worth doing."

No one is likely to argue that, least of all Callaway, who first approached her because as a Harvard undergraduate he had seen her publications as classics in art publishing.

Some of her personal projects, however, sound potentially far more promising and personally satisfying than others, chief among them a proposed pictorial biography of O'Keeffe, which would bring together an untapped treasure trove of photographs, many of them taken by Bry.

Typically, she plays down her own work: "I never thought my photographs were very good, though I'm a good printer." One splendid Bry portrait of O'Keeffe reproduced here -- her rugged face against the New Mexico landscape -- gives some idea of the extraordinary quality of her work.

This photo was taken in 1951, when Bry was 30, O'Keeffe 64. "It's nice," allows Bry. "It's a human kind of a picture, and people don't see too many of these human pictures."

But Bry's top priority -- for reasons that seem to have more to do with passion than common sense -- is a catalogue raisonne' of O'Keeffe's work, the nonpaying labor of love she is determined to finish and has already slaved over for years. Now the O'Keeffe Foundation, which has possession of Bry's lists and information, has announced that it too will undertake such a project, possibly with Bry's help, according to two foundation trustees.

The biggest book of all, of course, would be what Bry calls "my unprintable book."

Meanwhile, there are private pleasures that have nothing to do with O'Keeffe: a small house in Rhode Island, which Bry has come to love, and tennis, which she still plays at least once a week -- singles, preferably with men. "I don't like ladies' doubles," says Bry. "I play a tougher game. It's one of the healthy things in my life."

The association with Callaway and his staff seems to have have been healthy too, for in this new, young generation of O'Keeffe enthusiasts, she seems to have found, at last, a team situation in which she is valued not only for herself and what she knows, but also for what is widely reported to be the sharpest, most demanding eye in the art publishing business.

True, she's still involved with O'Keeffe. But she's also where she's always wanted to be: in publishing.