ATLANTA -- Herman Talmadge, the junior figure in a father-son dynasty that dominated Georgia politics for a half century, was remembered with lowered flags and lavish praise following his death Thursday at age 88.

Though elected as a staunch segregationist just after World War II, the former governor and U.S. senator adroitly clung to power through 1980 by reaching out to black voters as the state gradually turned its back on a racist past.

A 3 percent sales tax he pushed through in the 1950s was cited by many Thursday as the first modern step toward improving Georgia's schools and roads. Before that, said Democratic state Sen. George Hooks, ''We were looking up at Mississippi.''

Others hailed his chairmanship of the Senate Agriculture Committee, from which he shepherded the 1973 Rural Development Act to provide aid for industrial development and water and sewer systems in rural communities. ''He was the best friend the farmers ever had,'' said Georgia House Speaker Tom Murphy.

Talmadge became known to a national audience while serving on the Senate Watergate Committee, but a few years later his career spun out of control with alcohol abuse, an investigation of his campaign and office expenses and a denunciation by the Senate.

Talmadge, who had been in declining health for several years, died at his home in Hampton early Thursday. He underwent open heart surgery in July 1997 to replace a defective heart valve. In 1996, doctors removed a cancerous tumor from his throat.

''The tallest tree in the Georgia forest has fallen,'' said Democratic Sen. Zell Miller, who lost a primary against Talmadge in 1980 but now holds the same seat.

FUNERAL PLANS

Funeral arrangements for Herman Talmadge, former Georgia governor and U.S. senator, who died Thursday:

Friends may pay their respects from 4 p.m. to 8 p.m. Saturday at Haisten Funeral Home in McDonough.

The body will lie in state at the Capitol in Atlanta from 9 a.m. to 11 a.m. Monday.

Services will be held at 2 p.m. Monday at First Baptist Church of Hampton, with former U.S. Sen. Sam Nunn and Gov. Roy Barnes in attendance. Burial will follow at the family cemetery in Lovejoy.

State and national flags, which Barnes ordered lowered on government buildings and grounds Thursday, will remain in that position until sunset Monday.

Source: Haisten Funeral Home

''He grew up in an era when segregation was the law of the land, but as times changed, he changed and served the state well both as governor and U.S. senator,'' said former Gov. Carl Sanders.

Talmadge was governor from 1948 to 1955 and was senator from 1957 through 1980. His father, Eugene, was elected governor a record four times.

''He was one of the old classic Southern Democrats,'' said Emory University political science professor Merle Black. ''He was an important governor because he really oversaw the transition from the politics of his father to the modern South. But he'll always be associated with segregation.''

After the 1954 Supreme Court ruling that outlawed segregation, Talmadge predicted ''blood will run in Atlanta's streets.'' He voted against the 1964 civil rights act and the 1965 voting rights bill.

In 1975, however, he was named Man of the Year by predominantly black Morris Brown College.

''One of the things he regretted, I know, was that he had that segregationist past,'' said state Rep. Tyrone Brooks, a veteran civil rights activist. ''When he grew up, that's just how it was. … But he was a man who delivered for Georgia. He brought the bacon home.''

Talmadge was responsible for one of the most memorable moments in the Watergate hearings.

He quizzed White House aide John Ehrlichman about the break-in at the office of Vietnam War critic Daniel Ellsberg's psychiatrist, asking if he remembered the legal principle that ''no matter how humble a man's cottage is, that even the King of England cannot enter without his consent.''

''I am afraid that has been considerably eroded over the years, has it not?'' Ehrlichman replied. Said Talmadge: ''Down in my country we still think it is a pretty legitimate principle of law.''

But in 1979 the tables were turned when the Senate Ethics Committee looked into irregularities in Talmadge's campaign and office expenses.

His ex-wife, Betty Talmadge, told the committee he used to keep large amounts of money in the pocket of an overcoat in the hall closet of their Washington condominium. The senator said the money was small contributions from supporters who knew he would spend it on personal expenses.

Talmadge ultimately was denounced by Senate members for mishandling his financial affairs. He blamed the problems on a former aide, who pleaded guilty to submitting a false expense account but testified that Talmadge knew he had diverted campaign contributions and more than $37,000 in Senate expense funds to the senator's personal use.

Talmadge narrowly lost re-election in 1980 to Mack Mattingly, the first Republican elected to the Senate from Georgia since Reconstruction.

In his memoirs, published in 1987, Talmadge wrote, ''In retrospect, I wish that I'd burned that damn overcoat.''

The scandal clearly damaged Talmadge, but the ultimate cause of his downfall may have been that ''he got caught in a time warp,'' said University of Georgia political scientist Charles Bullock.

After winning a bruising Democratic primary contest, which in the past was tantamount to election, Talmadge paid little regard to his Republican challenger, Bullock said. ''He went back to Washington, didn't raise more money, didn't come back to the state. He was the first victim at a statewide level of a developing Republican Party.''

Herman Eugene Talmadge was born Aug. 9, 1913, in McRae to Eugene Talmadge, then a farmer and mule trader, and former telegraph operator Mattie Thurmond Talmadge. He was the second of three children and the only son.

Like his father, Talmadge became a lawyer. His father won election as agriculture commissioner and then governor, but the son left the Navy at the end of World War II determined not to be a politician.

That changed Dec. 21, 1946, with the death of Eugene Talmadge, who was the governor-elect.

The Talmadge machine had prepared for its leader's death by making sure the younger Talmadge received some write-in votes. The machine maintained that the Talmadge-dominated legislature should pick the new governor from the losing candidates.

Herman Talmadge won the legislative vote, but was kept from the governor's office by outgoing Gov. Ellis Arnall, who contended Lt. Gov.-elect M.E. Thompson was his rightful successor. When Arnall departed for the night, Talmadge had his supporters take over the office at the Capitol as well as the governor's mansion, and Arnall found his way blocked by state troopers the next day.

The state Supreme Court eventually ruled in favor of Thompson, but Talmadge beat him in a special election in 1948 and won a four-year term in 1950.

Barred by law from succeeding himself again, Talmadge returned to his law practice and farming interests, and began a campaign that led to easy election to the Senate in 1956.

He became a force in the Senate, first as part of the Southern coalition that for a time obstructed civil rights legislation and later as chairman of the agriculture committee.

As the Supreme Court's integration ruling took effect, Talmadge withdrew his opposition. He said he had always believed only that the races would both benefit from segregation, never that whites were superior. When Leroy Johnson was elected to the state Senate in 1962, becoming the first black in the legislature since Reconstruction, Talmadge invited him to breakfast at his mansion in Lovejoy.

In his memoir, Talmadge said he began having drinking problems after the death of the younger of his two sons. Robert Shingler Talmadge, 29, drowned while on a Memorial Day outing at Lake Lanier in 1975.

Talmadge was treated for alcohol abuse at a naval facility in Long Beach, Calif., in 1979. In December 1992 he said he had not touched alcohol since that time, and ''I'm happier than I've ever been in my life.''

He was divorced from Betty Talmadge in 1977 after 35 years of marriage.

After his defeat at the polls in 1980, Talmadge returned to his 2,500-acre farm in Henry County south of Atlanta.

In 1984, he married Lynda Pierce, a home economist about 25 years his junior. It was his third marriage. He and his first wife, model Kathryn Williams, divorced three years after marrying in 1937.

Along with his wife, survivors include a son, Herman Eugene Talmadge Jr., a real estate developer in Lovejoy, and several grandchildren.

Herman E Talmadge