By Michael A. Lipton
January 11, 1999 12:00 PM

Nearly 20 years after they parted company, John Ritter still vividly recalls the way Norman Fell, his old Three’s Company castmate, would do anything for a laugh. One of Fell’s favorite gags was to take off imaginary earrings backstage, hand them to Ritter and say, “Hold these.” Then Fell would rush onto the set. “I’d just be standing there,” says Ritter, “with my arm outstretched, laughing.” Ritter’s costar Joyce DeWitt agrees that, unlike Stanley Roper, the crotchety landlord he played on the ABC hit sitcom, Fell “was this adorable imp with a glint in his eyes. We were always laughing.”

Including Fell. “Roper is an outrageous character,” he told an AP reporter in 1979. “You don’t get that often. A lot of people thought of me as funny but in a quiet way.” His sense of humor stayed healthy even as Fell, 74, lay dying of cancer last month in a Los Angeles hospital, comforted by Karen Weingard, 55—the last of his three ex-wives—and his daughters Tracy Klorman, 36, and Mara Polan, 34, from his second marriage. “His body was just deteriorating, and he still made us laugh,” says Klorman, a hairdresser. “He was a good guy, a real person,”

And, in contrast to Roper, whose constant spurning of TV wife Helen (Audra Lindley, who died in 1997) was one of the show’s running gags, Fell “was absolutely a romantic,” says Weingard, a spiritual counselor who remained friends with him even after their 1995 divorce. “He always brought flowers,” she recalls, “and we would dance in the living room, just the two of us.”

Fell had not exactly waltzed into acting. The son of a Philadelphia kosher-restaurant owner and his wife, he was expected to take over the family business. But World War II intervened, and Fell, at 17, saw action as an aerial tail gunner in the South Pacific. Back home, he earned a B.A. in drama from Temple University in 1950. His appetite for acting whetted, Fell struggled to make a go of it in New York City. A chance encounter with Marlon Brando at a deli led to an audition with Brando’s mentor, acting teacher Stella Adler, and by 1956, Fell was costarring on Broadway with Edward G. Robinson in Middle of the Night.

By then he’d racked up hundreds of roles on live TV, including one as a juror in CBS’s 1954 Studio One production of Twelve Angry Men. In the late ’50s, Hollywood beckoned, and Fell saw his star rise as a chameleonlike character actor in 36 films. He was one of Frank Sinatra’s casino-heist henchmen in Ocean’s Eleven (“I never heard [Frank] lie about anybody or con anybody,” he told PEOPLE in 1979), became Dustin Hoffman’s exasperated landlord in The Graduate and portrayed military types of every rank (in Pork Chop Hill, PT-109 and Catch-22). He also played TV cops on 87th Precinct and Dan August. With his basset hound face more familiar than his name, Fell in 1974 shot one of American Express’s first “Do You Know Me?” commercials. Almost every American did know him five years later after Fell (a last-minute replacement) won the role of Stanley Roper. “I walk down the street,” he told a newspaper reporter a decade later, “and I’m still [called] Mr. Roper.”

Yet, as much as he loved the part, Fell balked at doing a spinoff. With good reason: Although The Ropers premiered in the spring of 1979 to near-record ratings, viewers lost interest, and a year later the show was canceled. Fell tried to reclaim his old Company role—but Don Knotts was already in place as the show’s new landlord, and the producers refused to take him back. The Roper character proved a burden to Fell in later years. “He was typecast as the curmudgeonly old Jewish guy,” says his business manager Stanley Schneider.

Witty in public (“Carson had him on 22 times because he was so quick,” says Schneider), Fell kept his most personal travail private. In 1986 he and Weingard adopted a baby boy, Casey, who at age 5 months was diagnosed with cerebral palsy. For his own health, Weingard placed Casey, now 12, in a private home with five other children who had similarly severe disabilities. “That was hard for Norman,” says Weingard.

Last Thanksgiving, too weak to get out of bed in his Marina Del Ray, Calif., home, Fell was rushed to the hospital, where he was diagnosed with bone marrow cancer. Before his death’on Dec. 14, “he told me a few times, ‘Let me go, don’t fuss over me,’ ” says daughter Klorman.

But his friends will miss the fuss that Fell made over them. “Whenever I started to take myself a little seriously,” says Ritter, “he would tap me on the shoulder and hand me a fun house mirror and say, ‘This is what you really look like,’ and I’d laugh. He always made me laugh.”

Michael A. Lipton

Amy Brooks and Irene Zutell in Los Angeles