FORMER Beatle George Harrison died last night with his wife and son at his side.
Olivia and Dhani, 24, were with him at a close friend's home in Los Angeles.
The lead guitarist in the world's most famous band had fought a long battle against cancer. He was 58.
The former smoker suffered lung and throat tumours and more recently underwent treatment for a growth on his brain.
Recently he underwent pioneering "last chance" surgery at a hospital in New York but the cancer had already caused severe damage.
The musician's death leaves two surviving members of The Beatles, Paul McCartney and Ringo Starr.
John Lennon was shot dead by deranged fan, Mark Chapman, in 1980.
In 1998, when George disclosed that he had been treated for throat cancer, he said: "It reminds you that anything can happen."
The following year, he survived an attack by an intruder at his mansion in Henley on Thames, Oxfordshire.
He was stabbed several times and suffered a punctured lung.
Speaking outside his home in London today, fellow Beatle Paul McCartney said: "I remember all the beautiful times we had together and I'd like to remember him like that because I know he would like to be remembered like that."
Sir Paul was due to perform in a Top of the Pops concert tonight in Manchester but he has pulled out of the show.
This morning Yoko Ono, the widow of John Lennon, paid tribute to George, who she said brought magic to the lives of those who knew him.
She said: "His life was magical and we all felt we had shared a little bit of it by knowing him. Thank you George, it was grand knowing you."
Pete Best, original drummer with The Beatles, said: "It is a tragic loss of life, a tragic loss of a great musician."
In Liverpool, a book of condolences has been opened at the Beatles Story Museum and at the Town Hall.
In the Cavern Quarter this morning there was a subdued, sombre atmosphere as fans laid floral tributes to the dead star.
George Harrison was always the quiet one --but his talent and fascination with mysticism made an indelible impact on the band that revolutionised popular culture.
Beautiful songs like Something, Here Comes The Sun and While My Guitar Gently Weeps will live on.
Born in Liverpool on February 25, 1943, George was a schoolfriend of Paul McCartney at Liverpool Institute, and at just 15 joined the Quarry Men, the group which evolved into The Beatles.
John Lennon and McCartney collaborated on most of their early songs while George worked alone contributing the occasional track to each album. But his interest in Far Eastern spirituality left its mark.
Within a year of The Beatles' demise, George was back in the charts with My Sweet Lord. He staged charity concerts for Bangladesh in New York.
His first marriage to model Patti Boyd collapsed when she left him for his friend Eric Clapton.
George went on to find happiness again with Olivia who he met on a US tour in 1974. They married in 1978.
George branched out into film finance, teaming up with the Monty Python team for the Life Of Brian.
His Handmade Films company had a string of hits but eventually ran into trouble and was sold to a Canadian firm.
George bounced back to the charts in 1981 with his homage to murdered Lennon, All Those Years Ago, featuring McCartney and Ringo Starr.
He teamed up with Bob Dylan, Roy Orbison, Tom Petty and producer and former ELO star Jeff Lynne to form supergroup The Traveling Wilburys.
He revived his partnership with Sir Paul and Starr in the mid 1990s to oversee the Beatles Anthology series of albums and videos.
In December 1999 George was almost killed when Michael Abram, from Huyton, broke into his Oxfordshire home and stabbed him in the chest.
ECHO reporting team: Paul Kennedy, Liz Hull, Mark Thomas, Chris Brown and Emma Gunby
LIVERPOOL was a city in shock today.
The flag over the town hall was at half mast and the atmosphere in the Cavern Quarter - the place it all began - was subdued as people came to terms with the news.
Within hours of the news of George's death, the council announced plans for a special memorial event. A book of condolences has been opened at the town hall.
Council leader Mike Storey said: "Everyone who knew George Harrison knew he was a true Scouser who never forgot his roots. He was a great ambassador for the city."
In the Cavern Quarter, Harry Boden, 62, joint-owner of the Lucy In The Sky cafe, said: "I was gutted when I found out. He was part of the city's history.
"He was so important to the Beatles and so important to the area. He was a great member of the group."
As people trudged to work in the rain, many people where still shocked.
Mary Dumbell and Sue Whellan both work as cleaners at Cavern Walks. Sue said: "I've only just heard the news. It's such a shame that he's gone, especially after everything he has done."
Mary said: "I was a fan when it all started and I've followed them ever since. I'm really sad.
"The Beatles did so much for the city and I have always loved them. It's terrible news. It's going to be so busy in here later on today when people come to pay their tributes."
Julia Hampton, 44, who works in a jewellers, had also heard the news as she was going to work. She said: "It's all very sad. But then it does show that with all that money, it still cannot buy you your health."
Andy McCormick, 46, who owns the Chantilly cafe in Cavern Walks, said: "We've only just heard the news.
"Now there are only two of them left. He was really important to everyone in the city."

SIR Paul McCartney today said George Harrison will be "sorely missed".
Speaking outside his home in St John's Wood, north-west London, McCartney asked the media to respect the wishes of Harrison's family.
He said: "He will be missed sorely by all his friends and loved ones. I'd like to ask that everyone, mainly the media, treats Olivia and Dhani with great kindness at this very difficult time.
"I've known George for ever and he was a really beautiful guy who I love dearly.
"He was a great guy, full of love for humanity but he didn't suffer fools gladly. He's a great man. He'll be sorely missed by everyone."
McCartney said he heard the news last night and that last time he saw him was a few weeks ago.
He said: "He had a long battle with his cancer and I saw him a few weeks ago and he was full of fun and he always was. He's a brave lad.
"To me he's just my little baby brother - we grew up together and I knew him in my old home town of Liverpool and we just had so many beautiful times together and that's what I'm going to remember him by.
"A lovely guy who is full of humour as I was saying. When I saw him last time he was obviously very unwell but he was cracking jokes like he always was and he'll be sorely missed. He's a beautiful man. The world will miss him."
McCartney said that although he knew that George had been ill for quite some time he said he has always hoped that some kind of miracle might happen.
Prime Minister Tony Blair arrived in Ireland for talks today - and spoke of his grief at George's death.
He said : "He wasn't just a great musician and artist but he also did an immense amount for charity. He will be greatly missed."
Irish premier Bertie Ahern said: "George had many Irish family and used to come back and visit them in the 60s. " The Beatles are nearly as popular now as they were then and I am sure Beatles fans across the world will be very sad today."
Sir Bob Geldof said he was "shocked and stunned" to hear of George's death.
"He wasn't a reluctant Beatle. I mean he knew that his place in popular culture was absolutely secure.
"I doubt there's a person that can't remember each one of his guitar lines. Almost uniquely, everything he played was a hook-line."
Actor Michael Palin, who met the Beatle after he sent a letter to the BBC to say how much he enjoyed Monty Python's first show in 1969, said he had a "great wit, a great sense of humour".
George then became very friendly with the Python team, particularly with Eric Idle, and in 1978 bankrolled their film Life Of Brian.
Palin said the mystical side to George was always balanced by a "sort of nice, down-to-earth Liverpudlian attitude to life".
"George wasn't head in the clouds all the time, when it came to business and all that - he was feet very much on the ground," Palin told Radio 4's Today.
"There was a mixture there and it was a rather pleasant mixture, and I think it helped him a lot in the last few years, that he had his spirituality.
"Death held no terrors for George whatsoever, and he still got a lot out of life and found the humour was there right up to when the last time I saw him, which was in August.
"He could be curmudgeonly about tax demands and all that but George, always called the quiet Beatle, never stopped talking when I was with him.
"He had an enormous number of friends who were terribly loyal to him and will be very sad and unhappy at what's happened today.
"George always had a great number of friends and he was a great entertainer, he wasn't the silent one who sat in the corner by any means."
John Chambers, of the Liverpool Beatles Appreciation Society, described George's death as "the end of an era" for fans of the band.
He said: "This is a terribly sad day. I'm sure I speak for all Beatles fans when I say I'm absolutely heartbroken.
"Until now there has always been the hope of a reunion, perhaps with Julian Lennon standing in for his dad.
"But now George has gone there is no chance of Paul and Ringo getting together for a reunion. It really is the end of a dream, the end of an era.
"The only comfort we can take is the legacy of the music, which is as powerful and mysterious today as it ever was."
Original Beatle Pete Best heard the news as he was flying over to America to perform.
"I am absolutey stunned It is a tragic loss of a life, a tragic loss of a great musician."
Monty Python's Eric Idle: "He was a spiritual man who liked Formula One motor racing.
"A rock star who was never happier than spreading fertilizer on his garden. He even dedicated his autobiography 'I Be Mine' to all gardeners everywhere."
Former Beatles promoter Sid Bernstein said: "I am very sad.
"I'm a guy who believes in miracles and I was hoping for one for him.
"He was a very, very selfless man, a very quiet and thought-out man, a caring man and a great artist.
"It wasn't an accident that he had a great reputation around the world, he was a great human being and cared about people.
"He did not seek prominence, he lived a very quiet life and was a good soldier in the fight for peace.
"He will be sadly missed." Merseybeat star Gerry Marsden:
"It's very, very sad, he was so young and such a very nice man I just can't believe he has gone.
"It is a great loss to the industry as George was still writing songs.
"I will remember him as the quiet one, he was no hassle to anyone and always really polite. He kept himself to himself.
"I was big mates with John Lennon because he was a bit mad, like me, but I have great respect for George.
"I liked George a lot, he was a great lad, God Bless him."
Liverpool's Lord Mayor Gerry Scott: "He was one of the greatest Liverpudlians. He was a warm, peace-loving man who was much more than a talented musician.
A spokesman for the Beatles' Story Museum, Albert Dock, said: "The Beatles' Story, Liverpool, wishes to express its heartfelt sympathy and sadness at the tragic loss of George Harrison.
"His outstanding contribution as a musician and an individual will be sorely missed world-wide.
"Our thoughts are with George's family and friends at this sad time.
"There will be a book of condolences for the public available at the Beatles' Story."
Professor Ray Donnelly, of the Roy Castle Lung Cancer Foundation, said: "We are very sad, as we are when anyone with lung cancer dies.
"The sympathies of the whole foundation go out to the family.
"This demonstrates to everyone the disastrous consequences of smoking cigarettes.
"George had smoked very heavily for many years and although he stopped recently the damage was done when he was young."
Bob Wooler, the Cavern DJ who introduced The Beatles live on stage: "George had to fight all the way to get the recognition he deserved.
"The others really asserted themselves, and of course, eventually found the winning formula which was Lennon and McCartney.
"But in those early days it would have been wrong to talk in terms of the Mersey Sound, because all the Beatles sang in strict rotation, and mostly cover numbers made famous by other artists.
"This meant that George, who always stood on the left, looking at the stage, sang quite a lot."
Former Radio One DJ Simon Bates said: "He was an individual, charming and graceful man. He was under-appreciated when he was in the Beatles."
Liverpool solicitor Rex Makin: "I remember George as a tousledhaired lad who used to visit Brian Epstein on a Sunday morning. He shone out for decency and quietness.
"He was the most quiet and unassuming of all the Beatles, distinct from the extrovert Lennon, the show off McCartney and the muzzled Ringo.
"It's a very sad day for everyone, now we only have two Beatles left."
Tony Barrow, Beatles' first press officer from 1962-'68: "George was certainly the friendliest Beatle from the very beginning.
"He had the reputation for being the quiet one. He hated all of the Beatlemania thing. When I was arranging interviews for George I had to be very selective because sit him down in front of an interviewer who wants to know about his collection of instruments and he would talk all day.
"He used to tune all the band's instruments before he went on stage.
"This is a very sad day."
HE DIDN'T like the title 'the quiet Beatle'. George Harrison relished his privacy but he was every bit as individual and charismatic as his three world-famous pals. He simply loved the quiet life.
His famous deadpan nasal tones, whether in conversation or on song, spoke volumes.
They always will.
His parents Harold and Louise, his two brothers and sister were proud of the talented lead guitarist and youngest member of the Fab Four.
George Harrison was, in his own right, a truly great song-writer who reluctantly stood in the shadows of the Lennon-McCartney partnership.
While John and Paul dominated on all Beatle albums with their songs, George featured on only a couple of tracks on each album.
His name is on only 23 Beatle songs, yet the magical history story of the greatest band the world will ever know could not have been complete without his considerable input.
John, Paul, Ringo and George were four minds working as one.
When asked why he signed up The Beatles, producer George Martin told me it was down to one irreverent quip: "I asked them if there was anything they weren't happy about.
"It was George who looked up and said:'I don't like your tie for a start'."
Ties were one of George's pet hates he hilariously called them 'dead grotty' in the film A Hard Day's Night. He also loathed courtroom battles.
His compositions Not Guilty and Sue Me Sue You Blues summed up his anger and frustration at boardroom meetings with business men he regarded as 'suits'.
Yet he was tough enough to go to court represent The Beatles in 1998 to stop an early album from their Hamburg days from being re-issued.
On the Revolver album George wrote Taxman - a bitter, cynical attack on the draconian Inland Revenue taxes heaped upon the band.
This working class lad had earned every penny. Born on February 25, 1943 at 12 Arnold Grove in Wavertree. Schoolboy George recalled: "I always new something was going to happen."
He worked as an apprentice in Blacklers department store and remained level-headed all his life.
And yet anyone who met him warned immediately to his down-to-earth, boyish honesty and razor-sharp wit.
Astrid Kirchherr, one of George's closest friends from Hamburg, said: " George always wanted to know how YOU were, how YOU were feeling."
Paul Cooper, who plays Paul McCartney in the tribute band The Bootleg Beatles, met George at the Albert Hall and asked him what he thought of the performance.
George looked him in the eyes, smiled and said: "It's all a bit daft really. Why don't you do your own songs?"
He then added gently: "Remember, Paul, we are just water and molecules here on a visit."
Philosophy was something he translated so well in his lyrics. Indian mysticism and meditation along with daily chanting became an integral part of George's life. He also mastered the sitar which gave The Beatles even more musical texture in songs such as Norwegian Wood.
George's natural uncomplicated nature stayed with him till the end of his life. In the '70s he even called himself Beatle George in interviews.
He charmed the media with his Scouse humour.
When touring in America he was asked if he was going to get a haircut. The longest haired of the Moptops said without his cheeky crooked grin: " I had one yesterday."
He was confident and street-wise right up until the Beatles split and yet he was then only 26.
At their countless press conferences he made his own mark. George stressed that "Laughter is a great release."
Fellow Liverpool Institute pupil Paul was the agreeable public relations expert; John the sneering but affable master of the curt one-liners, and Ringo had a lad-next-door approach. George, meanwhile, listened to each question until coming up with a gem of a spontaneous remark.
He didn't say much but when he did it was always worth listening to.
In The Anthology - their collective Beatle bible - and in his own autobiography I, Me, Mine George's recollections were filled with colourful observations of growing up in Liverpool, of going to Hamburg, touring with The Beatles, recording, the high and lows of success and his solo life culminating in his idyllic world in Henley-on-Thames in Oxfordshire.
When he met up with Paul and Ringo for the Anthology book, TV series, video and single releases, George reflected on what being a Beatle meant to him: "In the big picture it doesn't really matter if we never made a record or we never sang a song.
"That isn't important. At death you are going to be needing some spiritual guidance and some kind of inner knowledge that extends beyond the boundaries of the physical world.
"On that basis I would say that it doesn't matter if you are the king of a country, or you're the sultan of Brunei or you're a fabulous Beatle; it's what's inside that counts. Some of the best songs I know are the ones I haven't written yet and it doesn't matter if I don't ever write them because it's only small potatoes compared with the big picture."
Then in his 50s, the big picture changed dramatically.
George, however, will be remembered for many ground breaking achievements not just as a Beatle.
He was the first musician to organise a band-aid type show. His Concerts for war-torn Bangla Desh in 1971 were a critical success. Bob Dylan and Eric Clapton joined in raising $13m. A lot of money tragically went in taxes and George publicly criticised the dollar-pinching authorities.
He never forgot his home town and made unannounced visits on many occasions, and he was instrumental in the efforts to restore the Palm House at Sefton Park - one of his childhood haunts. He sent a substantial cheque on the strict understanding that there was to be no publicity.
George was also passionate about film. He helped Monty Python with the cash-strapped controversial Life of Brian. And his Handmade Company went on to produce box office hits The Long Good Friday and Time Bandits.
He remained close friends with The Pythons especially star Eric Idle and even made a guest appearance on Eric's Rutland Weekend TV series singing It's A Pirate's Life For Me after teasing the audience with a few introductory bars of My Sweet Lord.
He also made guest appearances in the TV spoof The Rutles playing a news reporter.
George's sense of humour was always evident on the Beatle albums and his own solo works.
On The White Album there was Savoy Truffle, warning his friend Eric Clapton about the dangers of having his teeth pulled due to over-indulgence on chocolates; and Piggies, about faceless bureaucrats. There was also his distinctive lead guitar solos.
He wrote the plaintive While My Guitar Gently Weeps, and the sublime Something on Abbey Road - a song that Frank Sinatra rated as one of the finest ever ballads and to this day a Shirley Bassey showstopper.
After the Beatles he released the triple album All Things Must pass which was re-issued 30 years on in 2001. It showed the vast array of material George had stored up while being a Beatle.
It produced My Sweet Lord and What Is Life and a tribute to Beatle groupies on Apple Scruffs.
Living in The Material World, the follow-up, continued his chart-tipping gift for lyrics and melody with Give Me Love (Give Me Peace On Earth) an anthem to match any of John or Paul's. And, on the title track, he acknowledged The Beatles with the pun-filled title track "though we started out quite poor we got Richie on the tour."
He formed his own Dark Horse label and enjoyed chart success by producing the band Splinter.
When John died, George penned the atmospheric All Those Years Ago with Paul and Ringo as his moving backing band.
A keen motor racing fan, gardener and a George Formby fan - he even attended Formby fan conventions -, George was content in his own world away from the madness of the Moptops. His wife Pattie left him for Eric Clapton. The very forgiving George even attended the wedding.
He found peace and happiness with his beautiful second wife Olivia Arias who nursed him through ill health in 1974.Their son Dhani now looks remarkably like a young George.
George was also happy recording as a member of the Travelling Wilburys group with Bob Dylan, Roy Orbison, Jeff Lynne and Tom Petty.
Although George's humour was always evident he would want to be remembered for his own contribution to music.
When the 1987 album Cloud Nine was released he enjoyed success with Is This is Love, the nostalgic, When We Was Fab and I've Got My Mind Set On You.
George could make a song out of the most surreal of situations, such as Blue Jay Way where he sang about waiting for his a great friend ,Liverpool-born Beatles press officer Derek Taylor, to arrive at his house in a very foggy Los Angeles.
And perfectionist George would readily help out his fellow Beatles on their solo albums. He did, according to John, do some of his best guitar work on the Imagine album and collaborated on the number one song Photograph with Ringo.
He also dabbled in politics by supporting the Natural Law Party enthusiastically. During his last few years he appeared in the Press constantly reassuring his fans not to worry. On his brilliant website www.allthingsmustpass.com, he presented a little figure who popped up on screen to say: "I Feel Fine".
Sadly, we knew George the survivor wasn't fine at all.
The near fatal knife attack in 1999 at his home and the cancer that would never go away
finally took its toll. The Harrison features looked drawn and haggard and yet ... in the end ... he always had that smile.
There was something about that smile ...
George always kept his feet on the ground. His Liverpool upbringing helped one of the most famous and photographed people in the world come to terms with fame.
In the Beatles Anthology his closing words are the most prophetic.
"The moral of the story is that if you accept the high points you're going to have to go through the lows.
"For The Beatles our lives were a very heightened version of that: of how to learn about love and hate, and up and down; and good and bad, and loss and gain. It was a hyper version of what everybody else was going through.
"So basically it's all good. Whatever happened is good as long as we've learnt something. It's only bad if we didn't learn: 'Who am I? Where am I going to? Where have I come from?'."
George knew who he was. We, his fans, can only hope that he knew how much we loved him. Because he loved the fans
"I'd like to think that the old Beatle fans have grown up and got married and they've all got kids and they're all more responsible.
"But they still have a space in their hearts for us ..."
Like John, George preached about peace and a better world illustrated so well on the uplifting classic Here Comes the Sun.
Today that sun is hidden behind clouds. The skies are black but his memory shines on and it will break through to stay with us forever.
His humour , his philosophy and those beautifully crafted songs will lift our gloom and the grief that we all feel not only in Liverpool, his hometown, but across the universe where his incredible life touched millions.
The ice will slowly melt as his fans are left to remember him and treasure the simple legacy of love that he has left behind not only through his music but his spirituality.
Beatle George wouldn't have wanted it any other way.
Copyright Trinity Mirror Digital. All rights reserved
Liverpool / Beatles Photo Archives
Counter: hits!