(AP) - William Atchison O'Neill, a two-termDemocratic governor who frustrated allies and opponents alike witha willingness to buck public opinion, died Saturday afternoon athis home, Gov. M. Jodi Rell said. He was 77.

Rell said she was told by O'Neill's wife, Nikki, that the formergovernor died at his home in East Hampton.

"Bill O'Neill was one of the titans of Connecticut politics,"Rell said. "No description of him would be complete without thewords 'decency' and 'fairness' and he understood that governmentmust take its lead from the people it serves."

The former governor had been in frail health in recent years,reducing his public appearances and being seen at times with anoxygen tank. But he remained an influential figure in Connecticutpolitics, meeting privately with old staff members, his successorsin the governor's office and political candidates.

"His legacy is in the people who are in government servicetoday. He has encouraged a lot of people to run for run for theGeneral Assembly," Secretary of the State Susan Bysiewicz, afellow Democrat, once said.

State Democratic Party chairwoman Nancy DiNardo called O'Neill agreat governor.

"I knew him first when he was party chairman and he certainlywas a role model for me back then," she said.

O'Neill was the state's lieutenant governor when Gov. Ella T.Grasso resigned in ill health on Dec. 31, 1980. He was elected tofull terms in 1982 and 1986 - the last Democrat to holdConnecticut's highest office.

His 10 years, 10 days in office made him the longest-servinggovernor of the state in the 20th century.

O'Neill was fond of saying he would "do the right thing" andto hell with the polls. He decided against seeking a third term in1990 after calling for nearly $1 billion in new and increased taxes- a move he acknowledged was unpopular but said would not have kepthim from winning re-election.

Rather, he said, it was the thought of a three-way race thatturned him off.

A former tavern owner, O'Neill was elected to the state House ofRepresentatives in 1966 and served six two-year terms - the lastfour years as majority leader.

In 1975 Grasso made him chairman of the state Democratic Party,succeeding the legendary John M. Bailey, who died earlier thatyear. O'Neill headed the party until 1978, when Grasso tapped himto be her running mate in a bid for a second term. The pair wereeasily elected that fall.

An Air Force veteran from the Korean War, O'Neill nevergraduated from college. He frequently mangled the language - saying"astigmatism" when he meant "stigma" and "abstinence" when hemeant "absence" - but that down-to-earth quality only seemed tohelp endear him to voters.

He told one reporter he preferred to be called Bill even afterhe became governor because, he said, "Bill is a common name and Iconsider myself a common man."

When a section of the Mianus River Bridge on Interstate 95 inGreenwich collapsed in June 1983, killing three people, O'Neillresponded with a 10-year, $6.5 billion road and bridge repair plan.The same year, he raised taxes $250 million to fend off a statedeficit.

O'Neill named the first woman chief justice of the state'sSupreme Court and the first black justice on the high court. O'Neill also appointed Clarine Nardi Riddle the state's firstwoman attorney general, replacing Joseph Lieberman in December 1988when he was elected to the U.S. Senate.

In announcing his decision not to run in 1990, O'Neill said hisyears at the Capitol had been full of highs and lows.

"Never in my wildest imagination as a young man or a boy or asa matured adult did I expect to be governor of this state and atage 59 to be able to say I've done it all," O'Neill said.

During his years in office, the governor had a heart attack,heart bypass surgery and operations to remove colon polyps, one ofwhich was cancerous.

O'Neill was hospitalized in December 1999 for pneumonia andbronchitis.

O'Neill got involved in politics in the 1950s after returningfrom the Korean War and was elected to the East Hampton DemocraticTown Committee in 1954. He would spend the next 25 years as amember.

After two unsuccessful bids, he won a seat representing hishometown in the House in 1966 and served continuously in electiveoffice until retiring in 1991.

As governor, O'Neill was criticized early for indecisiveness.His administrations suffered several scandals - a number of hiscommissioners were arrested or otherwise forced from office - buthis own reputation was untouched and there was never any suggestionthat he was involved in wrongdoing.

Despite his longtime affiliation with the Democratic party,O'Neill was able to forge friendships on both sides of the aisleand his down-to-earth style served him in all the offices he held.

After his retirement, he became close to former Republican Gov.John G. Rowland, who frequently called O'Neill an adviser andfriend. When Rowland resigned amid a corruption scandal in 2004 andwas sent to prison, O'Neill praised the three-term Republican as agood governor.

"I think he did the proper thing in resigning for many reasons,for himself and the people in the state of Connecticut," O'Neillsaid. "He's done a good job as governor, made mistakes likeanybody else, and then he did some things he shouldn't have done."

In 1998, O'Neill was among the few Democrats who cautionedformer U.S. Rep. Barbara B. Kennelly about challenging Rowland forgovernor. Kennelly, the daughter of John Bailey, was seen by manyDemocrats as a savior who could reclaim the state's top officeafter eight years in exile, but she never seemed comfortable withlocal issues and was defeated soundly.

Bysiewicz said she sought O'Neill's counsel when she was runningfor the Democratic nomination for governor in 2005. She laterdropped out of the race.

"It's important, I think, for people who are interested inbeing governor or being elected governor to visit and get hisadvice," she said.

O'Neill has been married since 1962 to the former Natalie ScottDamon, known universally as Nikki.

Rell ordered state and U.S. flags flown at half-staff until thedate of O'Neill's interment, which has not yet been determined.