Edmund G. "Pat" Brown Sr., an institution in the state's politics for 50 years and the last governor to make massive investments in California's universities, freeways and water delivery systems, died Friday night at home. He was 90.

Brown died at his Beverly Hills home of a heart attack, but had been ill for some time, said his granddaughter, Kathleen Kelly. His wife, Bernice, was at his side.

Brown was only the second Democrat to be elected governor in this century. His son, Edmund G. "Jerry" Brown Jr., was the third, and his daughter, Kathleen, ran unsuccessfully to become the fourth.

Pat Brown significantly expanded California's university system; oversaw the construction of more than 1,000 miles of freeway; established the state's first commission to guarantee equal employment opportunities, and was responsible for the creation of that massive system of canals, pipelines and dams that brought water from the rainy north to the parched south. "Without water," he said flatly, "California is without a future."

He referred to the place as "this great big state of California" with vast pride and unbridled optimism. If people failed to agree with him, he wanted desperately to fix any wrongs so that they would see his visions too.

He was from 1958 to 1966 "Pat the giant killer," taking on the leading Republicans of his day, two of whom would become President.

Ever amiable and sometimes bumbling, a chunky figure with owlish glasses and a ready pat on the back, he was in appearance an old-style pol. Yet his record of accomplishment in California--particularly in the first of his two terms-- rivaled and possibly equaled two of the state's most effective chief executives, Hiram Johnson and Earl Warren.

Brown was first elected governor in 1958, defeating by more than a million votes William F. Knowland, the GOP U.S. Senate majority leader who had hoped to use Sacramento as a springboard to the White House. Four years later Brown bested Richard M. Nixon by nearly 300,000 votes, a defeat that led the former Vice President to declare bitterly the next day: "You won't have Nixon to kick around anymore because, gentlemen, this is my last press conference."

It was Ronald Reagan, portraying himself as the "citizen-politician" who vanquished the career politician in 1966. By then Brown had had 23 years in public office, first as district attorney of his native San Francisco in 1943, then as state attorney general in 1950.

"People were tired of me," said Brown matter-of-factly of his near million vote loss to Reagan. Berkeley, Watts, his opposition to the death penalty and an image of indecision--perhaps unfair--all caught up with him in the conservative tidal wave.

A second life began for Pat Brown--through his children, Jerry and Kathleen, and as the respected, even loved, grand old man of California politics. Through his family life, countless friendships, frequent public appearances and a highly active social life and law practice, he remained far more prominent than most retired public figures.

"Think Big," Brown had exhorted in his run against Nixon--hardly an inappropriate rallying cry for a California which by 1963 had surpassed New York, officially becoming the largest state in the nation. As the state's 32nd governor, Pat Brown thought and achieved big.

During his tenure California revamped its higher educational system, creating the three-tiered university, state college and community college systems. Three new UC campuses--at San Diego, Santa Cruz and Irvine--were built. So were six state colleges, while a multiplicity of new two-year community colleges got heavy state funding.

Only a high school and night law school graduate himself, Brown took a proprietary air about the state's educational system, once asking a young girl: "Which one of my colleges are you going to?"

But he considered distributing water "the most important thing that has been accomplished and the toughest fight that I have had."

Brown's system brought nearly two billion gallons of water daily over the mountains to dry Southern California from the rainy north. The project involved 16 dams, 18 pumping stations, 9 power plants and a myriad of aqueducts, canals and pipelines including the 444-mile-long California Aqueduct, later renamed in his honor.

In 1959, his first year in office, Brown tackled the north vs. south water issue by hammering his project through the Democratic-controlled Legislature. The following year he led the campaign for a $1.75 billion bond issue--Proposition 1 on the ballot--to a narrow victory.

The project assisted the stunning industrial and population growth of Southern California, brought flood control to Northern California, and further fueled the rich agricultural growth of Kern County.

In a time when the radical Right under the newly founded John Birch Society flourished and when communists were presumed lurking in the groves of academe, Brown was a staunch defender of equality in employment, nondiscrimination in housing, and academic freedom.

As he said in his first inaugural speech: "The essence of liberalism is a genuine concern and deep respect for all the people. Not monuments or institutions or associations but people . . . A liberal program must also be . . . responsible . . . reasonable, rational, realistic . . . "

Nevertheless, he was perceived by the insurgent New Left as not liberal enough. In December, 1964 the former district attorney, at the urging of college administrators, sent in the state police to quell the Free Speech Movement at Berkeley. Student protest in the form of civil disobedience conflicted with his solid support of law.

Brown's indecisive image--detractors sometimes called him a "tower of jelly"--arose in his second year in office over Caryl Chessman, the condemned kidnapper-rapist who had achieved national notoriety because of his writings about life on Death Row. First the governor granted an unexpected reprieve on Feb. 19, 1960, then, on May 2, sent Chessman to the gas chamber.

Brown had spared Chessman's life because of a last-minute telephone call from son Jerry (a Jesuit seminarian) whose religious views influenced him. He sought executive clemency but the California Supreme Court voted 4 to 3 against him. Because Chessman was twice convicted of a felony, Brown had no choice under the law but to carry out the sentence. It would remain the one major regret of his years in office.

Ever the law-enforcing prosecutor, Brown sanctioned the execution of 42 persons out of the 63 capital cases that were sent to him in eight years--all in situations where he believed the law left him no choice. He remained opposed philosophically to the death penalty.

Three times, beginning in 1952, the ambitious Brown was his state's favorite-son candidate for President.

"If we can solve this water problem," he told an assistant early in his first term, "why I could be President…."

In 1964 he thought he was but a step away.

"(President) Johnson called me just before the Democratic Convention, and I held on the phone and I thought he was going to say, 'Keep your mouth shut but I'm considering you for the vice presidency.' As a matter of fact he did say something like that before."

This time, however, the call was simply for Brown to be one of Johnson's nominators.

The eldest of four children, Edmund Gerald Brown was born April 21, 1905, to Edmund Joseph, a Catholic, and Ida Schuckman Brown, a Protestant. On both sides he was old-line California. His mother's people came from Germany and dated their California years to the 1849 Gold Rush; his father's forebears were from Ireland and came to the state a decade later.

Pat attended public schools, acquiring his nickname during an oratorical contest (which he won) selling World War I Liberty Bonds. The future governor ended his speech with Patrick Henry's ringing revolutionary cry, "Give me liberty or give me death," and the connection stuck.

Early on Brown developed an interest in both politics and law. As a kid he hung out in the courthouse when he wasn't selling newspapers. At Lowell High, where he met his future wife, Bernice Layne, a police captain's daughter, he held no less than 10 offices including class secretary and head of the debating society.

After school Brown often worked in his father's cigar store, with its legal but controversial poker room out back. Though his parents separated when he was 12, Brown remembered a happy childhood and an essentially middle-class upbringing.

Brown credited his mother with "drilling" into him both racial and religious tolerance. In high school he asked that a Jewish friend be accepted into the fraternity that was about to pledge him. When the frat refused, Brown declined the invitation and organized one of his own.

Attending San Francisco State Law School at night, Brown worked days for his father, for Pacific Gas & Electric, and finally for a blind lawyer named Milton Schmitt, a former Republican Assemblyman. Brown's job was to read to him, and take him to and from the office.

After Brown graduated in 1927 and passed the Bar, he worked for Schmitt full time. Some three months later, Schmitt became ill and Brown inherited a flourishing practice.

In 1928, as a Republican, Brown made his first try for public office, running in the GOP primary for Assembly. He came in third. He had but one helper in that race, Bernice Layne, by then a graduate at 19 of UC Berkeley.

They were married Oct. 30, 1930, and had three daughters and a son. Jerry was the third child. "Jerry takes after his mother," Brown invariably would say when strangers discussed the differences between father and son. "She's smarter than I am."

In 1934, in the midst of Franklin D. Roosevelt's New Deal, Pat Brown switched parties. "It's not so much that I was pro-Roosevelt," he said one afternoon in 1982 in his Beverly Hills law office, "but I really got disgusted with (Herbert) Hoover . . . then someone came from Iowa making an appeal supposedly for free enterprise. To me it was an appeal for human selfishness. I never regretted the change," he added, "not for a minute."

In 1939 Brown tried for San Francisco district attorney and lost. His opponent was a five-term incumbent, Judge Matthew Brady. Four years later, with incumbency wearing thin and his own reputation growing, Brown won.

As district attorney Brown went after prostitution, gambling and abortion mills. At the time he took office, he had never tried a criminal case, but he surrounded himself with good assistants. In 1946 he appointed the first black and the first Asian assistant district attorneys in San Francisco.

In 1946 Brown tried unsuccessfully for state attorney general against Republican Fred Howser. Four years later he defeated Republican Edward Shattuck, becoming the only Democrat elected to statewide office.

Winning reelection four years later, he was the last statewide candidate to cross-file and win the joint endorsement of Republicans and Democrats. Ironically, in his first year as governor, Brown had the old practice of cross-filing abolished as politically unfair.

As attorney general, Brown backed the federal government against the big landowner in limiting use of publicly developed water. He also investigated the scandal-ridden State Liquor Administration and took on the growing problems of narcotics and organized crime.

In 1958, when Brown was ready to run for governor, the "right to work" movement--translated by its critics as a euphemism for "anti-union"--splashed across California and became the dominant issue of the gubernatorial campaign. Brown saw the fight as that "between the rights of people and the rights of privilege."

Opening his campaign, he called for the enactment of a Fair Employment Practices law in California, saying, "this state is long overdue to . . . assure equal job opportunities for all without regard to race or color."

With victory, Brown kept his promise about fair employment. It was first on his inaugural list of a dozen things to be done.

During the honeymoon period of his incumbency, Brown amassed an impressive record. Besides the start on higher education, water and the establishment of a Fair Employment Practices Commission, he set up an economic development agency and an office of consumer counsel; he undertook the first comprehensive reorganization of the cumbersome state government in 30 years; he began the battle of car vs. smog; he fought for the establishment of a state minimum wage, and he began building his more than 1,000 miles of freeway.

After the Legislature ended its first six months in 1959, Pat Brown could claim 90% of his programs enacted.

Brown said 1960, however, was "the worst year of my life." In addition to his allowing Chessman to die, he failed to hold the squabbling California delegation for John F. Kennedy at the Democratic National Convention.

Gov. Brown persisted with his programs, and by the time he was ready for the run against Nixon in 1962 the national media was beginning to notice him. He had, said one newsmagazine, "achieved the best school system in America, the biggest water conservation project in history, 41% of the nation's space industry--all with four balanced budgets, and without the scandal that has blackened so many other states." Not the least of the accomplishments was the fact that Brown had gotten the Legislature to raise taxes.

"We're in for a rough year," Brown said opening his run against Nixon. "Nixon's tough, all knees and elbows. But I know we can whip him. He claims he is the only man who can 'save' California . . . We are the only people who can save California from Richard Nixon."

In a way Nixon was the perfect foil for Brown. Brown, still talking against the death penalty; Nixon, saying he'd add "big time dope peddlers" to Death Row as well. Brown, talking about his aid to mental institutions; Nixon, saying they were becoming "winter resorts." Brown, proud of his aid to the needy; Nixon, talking about taking "chiselers off the welfare rolls."

"I took a detached look at Richard Nixon and felt I was the better man," Brown wrote in his memoirs. Brown felt he had an opponent too obviously on the make, and as the governor kept saying: "Sacramento is nothing more than a whistle stop (for Nixon) on the line to Washington."

Nixon knew it, too. "The real problem," he confided in his own memoirs, "was that I had no great desire to be governor."

Brown's victory over Nixon, however, quickly degenerated into some grim political realities.

The second term not only saw a growing rivalry between Brown and Assembly Speaker Jesse M. Unruh; it also ran head on into the changing mood of the California electorate.

With passage of the Rumford Fair Housing Act in 1963, pledged by Brown in his second inaugural, he apparently pushed liberalism too far. Conservatives rallied against the law which banned discrimination in the sale or rental of most housing, and placed Proposition 14 on the ballot to nullify Rumford.

So hot an issue was "14" that it overshadowed the rest of the 1964 campaign in California. At the end, more than 70% of the electorate voted yes. Though later declared unconstitutional by both the California and U.S. Supreme Courts, Proposition 14 would correctly gauge the political attitude of the state for years to come.

Berkeley provided ammunition for that mood. So did Watts, which erupted while Brown was vacationing in Greece in August, 1965.

Black militants and even some of the leadership thought white politicians had not done enough; expectations in this Great Society era were higher than performance; and at times they reserved their harshest judgments for liberals like Brown, their presumed friends. The majority community meanwhile thought blacks were being coddled and, as Brown said afterward, they "tended to equate Negro unrest with all crime."

In appointing the blue-chip McCone Commission (headed by John McCone, the former head of the CIA) to investigate the Watts rioting that resulted in 34 dead and millions of dollars in damage, Brown said: "While poverty is no excuse for violence, let us remember, too, that violence is no excuse for indifference to poverty."

Berkeley was still on Brown's mind. Ronald Reagan, sounding more and more like a candidate, began attacking Brown's academic policies. Brown sounded like he was on the defensive. "The place of the university as a forum for independent speech will be protected from political adventures as long as I am governor," Brown said. "Nobody is going to be allowed to violate the law . . . "

Reagan--"that actor," sniped Brown-- had the sharper campaign management and by far the superior television presentations.

Brown not only fell flat on television, he lost his nice-guy image. During one 10-second commercial filmed with grade-schoolers, Brown said he was "Gov. Brown and I'm running for reelection . . . and do you know who's running against me? That actor, and remember, it was an actor who shot Abraham Lincoln."

In the last weeks Brown knew it was over. "I can't act and he can't govern" became the refrain.

Pat Brown's Administration, California historians and political observers tended to agree, had been good, in some ways remarkable. In eight years California had increased by a third in population, while the state university and college enrollment had doubled. Between 1958 and 1966, California, with one-tenth of the U.S. population, had created one-sixth of the new jobs.

"California has been good to me," he said. "I can only say I've tried to reciprocate."

Brown left the governorship, he confided years later, with savings of only about $40,000. But soon thereafter, in addition to a lucrative Los Angeles law partnership, he became involved in a company marketing Indonesian oil, a venture that was to earn him millions.

In 1970 he almost ran against Reagan a second time, but said publicly his wife convinced him not to run because it would interfere with Jerry's burgeoning political career. That year Jerry Brown, fresh out of the Los Angeles community college board, was making his bid for California secretary of state, which would become his springboard to the governorship. "We figured I'd had my opportunity," his father said. "Now it was Jerry's turn."

Brown returned to the law.

And he established the Pat Brown Institute at Cal State LA. Ever the champion of equal rights, he rejected Berkeley and UCLA as potential sites, choosing Cal State LA which he believed would foster a higher minority participation among students and faculty.

He swam, he golfed, but mostly he took pleasure in family. Jerry had been governor and Kathleen had been a member of the Los Angeles Board of Education before going to New York with her second husband, Van Gordon Sauter, when he was president of CBS News, and then returning to run successfully for state treasurer. Brown looked forward to her becoming the third governor in the family.

Altogether Brown's three daughters had given him 10 grandchildren, and he enjoyed the family's annual December vacations to places like Tahiti and Jamaica. Jerry, his father said sadly, never had time to go.

When Jerry ran for president and the U.S. Senate, Pat campaigned for him, but said Jerry no longer needed his father's political guidance.

"You get out of office," the father said, "you're just another character."

Associated Press and Times staff writers Kenneth Reich and Bill Stall contributed to this obituary.

Edmund G Brown