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Remember Harrison at Breakfast with the Beatles.

NEW YORK--George Harrison, the former Beatles guitarist who helped revolutionize popular music and culture while playing in the most revered rock band of all time and then went on to a successful solo career in music and movie production, died Thursday afternoon in Los Angeles after a long bout of cancer.

Harrison's longtime friend Gavin De Becker said that Harrison's wife, Olivia, and son, Dhani, 23, were with him.

"He left this world as he lived in it, conscious of God, fearless of death, and at peace, surrounded by family and friends,'' the Harrison family said in a prepared statement. ``He often said, `Everything else can wait but the search for God cannot wait, and love one another.'''

With Harrison's death, there remain two surviving Beatles, Paul McCartney and Ringo Starr. John Lennon was shot to death by a deranged fan in 1980.

``I am devastated and very, very sad,'' McCartney told reporters outside his home near London today. ``He was a lovely guy and a very brave man and had a wonderful sense of humor. He is really just my baby brother.''

It wasn't immediately known if there would be a public funeral for Harrison. A private ceremony had already taken place, De Becker said.

The 58-year-old Harrison underwent radiation treatment for an inoperable brain tumor in November at Staten Island University Hospital, where McCartney and Starr reportedly held a tearful reunion. Over the summer he received radiotherapy in Switzerland for the brain tumor, and this spring he was a lung cancer patient at the Mayo Clinic in Rochester, Minn. In 1997, he underwent surgery to remove a cancerous lump from his throat, a condition he blamed on his years of smoking. Harrison was the quietest of pop superstars, with a reputation as an inscrutable mystic who valued his privacy. "I'm really quite simple," he declared in his 1979 memoir, "I Me Mine." "I don't want to be in the business full-time because I'm a gardener; I plant flowers and watch them grow. I stay at home and watch the river flow."

Those self-effacing comments belied a career in which the Beatles, with Harrison as their lead guitarist, reinvigorated rock 'n' roll and through the '60s transformed the once primitive brand of youth entertainment into an art form with increasingly sophisticated songcraft that has endured into the new century.

As recently as last year, a collection of Beatles songs, "#1," sold millions of copies and debuted at No. 1 on the pop album charts, ahead of such contemporary competition as the Backstreet Boys. The collection included Harrison's most famous Beatles composition, "Something," which the late Frank Sinatra declared "the greatest love song of the past 50 years." "Rock isn't just teenybopper music anymore," Harrison told the Tribune in a 1992 interview in explaining the Beatles' continuing prestige, influence and commercial power with typically self-deprecating insight. "You've got audiences now from three generations. And as the music has gotten worse and worse over the years, it's made us start to look good again."

The youngest of the Beatles, Harrison was born Feb. 25, 1943 in Liverpool, England and, unlike his bandmates lived in a stable family situation with his parents, two brothers and a sister. He and McCartney became friends in their teens and practiced guitar together.

Eventually Harrison joined the rock band that McCartney had formed with John Lennon, which changed its name from the Quarrymen to Johnny and the Moondogs to the Silver Beatles to the Beatles. The band's first extended gig at a Hamburg, Germany, club in 1960 was cut short when the 17-year-old Harrison was expelled for being underage.

Harrison, McCartney, Starr and Lennon went on to influence fashion, humor, counterculture politics and even hairstyles during their heyday. Their blend of wit, style and charisma transcended music and invaded daily life through movies, press conferences, television appearances, concerts and other media -- even lunch boxes and a Saturday morning Beatles cartoon.

Initially derided as a mop-topped fad, the Beatles gained acceptance from Establishment tastemakers as their music evolved, inevitably shifting the cultural landscape with each new phase in their rapid development.

"We modeled ourselves after the Beatles in that with every album we tried to take a step forward," said drummer Bun E. Carlos of Cheap Trick, which has covered numerous Beatles songs in its 25-year career and once collaborated with Lennon. "Our only problem was we're not Lennon, McCartney, Harrison and Starr. They encouraged rock musicians to be musicians, and it was about four separate personalities becoming one band."

The Beatles' first two appearances on "The Ed Sullivan Show" in February 1964, heralding their arrival in America, were each viewed by more than 70 million people. That year the Beatles had six albums that reached No. 1 or No. 2 on the American pop charts, and Harrison's terse, melodic precision on his instrument inspired legions of would-be guitarists.

Countless bands were formed as a result of the Beatles-led "British Invasion," and the band pushed rock 'n' roll out of its infancy by introducing Eastern instruments and classical arrangement ideas, while pioneering the use of recording technology to create albums that were richer, denser and more complex than pop music had ever been. Harrison earned the nickname "the quiet Beatle" as he was overshadowed by Lennon and McCartney's outsize talents and Starr's cuddly goofball persona. But he also was the wryest of the Beatles; at the group's first recording session with George Martin, the producer asked whether there was anything they didn't like, and Harrison replied, "Well, I don't like your tie for a start."

He also fired off some of the best zingers in the groundbreaking feature films "A Hard Day's Night" and "Help!" - movies that broadened the group's following by emphasizing their madcap humor and unthreatening sex appeal.