NEW YORK — Eric Clapton, Keith Richards, the Dixie Chicks

and a host of other pop and rock stars helped Sheryl Crow rock a corner

of New York's Central Park on Tuesday night.

Half the show — during which Richards sang the Rolling Stones'

"Happy," Clapton played two early chestnuts, and the Dixie Chicks and

the Pretenders' Chrissie Hynde backed Crow on a broad selection of her

hits — was broadcast live on radio, the Internet and Fox television.

But Crow, occasionally joined by singer/songwriter Sarah McLachlan,

played for an hour before the TV cameras started rolling, and returned

for a few more songs, including "All I Wanna Do," after they stopped.

"It was worth it," said Avy Chernuhin, 22, of Israel, who had to stand

for hours to hold his spot inside the fenced-in section closest to the

stage. "I got to see Eric Clapton!"

Although the "Sheryl Crow and Friends" show was free, its sponsor,

credit-card giant American Express, distributed 25,000 tickets in advance

through online sweepstakes and on-the-street giveaways, and only those

25,000 ticketholders, sporting blue wristbands, were allowed near the

stage.

Crow opened the show promptly at 8 p.m. with "A Change (Would Do You

Good)" (RealAudio

excerpt), off Sheryl Crow (1996). At times, the first

hour — during which Crow played "Leaving Las Vegas" and the brooding

"Am I Getting Through" — seemed like a soundcheck for the TV show.

But long before the cameras began to roll, Crow brought out McLachlan

while a team of roadies wheeled out a grand piano. The two singers traded

verses on "Angel" (RealAudio

excerpt), a slow ballad from McLachlan's album Surfacing (1997).

Crow also used the early part of the show to play her cover of Guns n'

Roses' "Sweet Child o' Mine," as well as a new roadhouse blues song,

"It Don't Hurt."

Seven minutes before airtime, she and her band took a break while camera

operators adjusted their cables.

At 9 p.m., actor Bill Murray walked onstage to announce that Central

Park would, for the next hour, be the "coolest place on earth." Opening

credits rolled on big video screens at both sides of the stage, confirming

a rumor sweeping through the audience that Rolling Stones guitarist

Richards would be on the bill.

Crow kicked off the TV show with "Everyday Is a Winding Road," then

introduced the Dixie Chicks, the country trio whose Fly has been

the country's best-selling album for the past two weeks. They helped her

through a countrified "Strong Enough."

During a time out for a TV commercial, Crow told some bad jokes and

bantered with the folks down front. "Anything you need to scream out,"

she instructed, "just let it be, television or no television."

At the mere sight of Stevie Nicks, the crowd erupted in cheers. The Fleetwood

Mac singer said nothing before launching into "Gold Dust Woman," one of

her signature tunes, from Fleetwood Mac's album Rumours (1977).

But as soon as Nicks opened her mouth, it began to drizzle. Half the

crowd pulled out their AmEx-supplied clear plastic ponchos.

The Dixie Chicks returned to help with the vocals on "Mississippi"

(RealAudio

excerpt), a Bob Dylan tune that Crow covered on The Globe

Sessions. The Chicks had help from a teleprompter over the soundboard.

"It's just like karaoke," concert-goer Kevin Donohue, 36, said.

Next, Pretenders bandleader Chrissie Hynde walked on to play guitar and

sing on Crow's hit "If It Makes You Happy." Then, with Hynde taking just

a few steps back into the rhythm section, Richards emerged to sing the

Rolling Stones nugget "Happy."

"It's great to be here," Richards deadpanned. "It's great to be anywhere."

McLachlan came back for another duet with Crow on "The Difficult Kind"

just before Clapton arrived. When the guitar legend's face flashed on

the big screen, fans let out their loudest roar of the night.

Clapton let loose with "White Room," a 1968 hit for his power trio Cream,

and followed up with a cover of Jimi Hendrix's "Little Wing." But that was

it. The audience seemed both grateful and disappointed. "He only played

two songs," complained Charles Salazar, 30, of Woodside, N.Y. "That got

me a little angry."

With the special guests finished, the TV crews began packing up. The

band seemed to relax after the camera crews, who had prowled the stage,

called it a night; the musicians rocked through a show-closing pair of

songs, "There Goes the Neighborhood" and "Tombstone Blues." They returned

for an encore of Crow's single "All I Wanna Do."

As the crowd shuffled out of Central Park's East Meadow in search of a

park exit, Barbara Madden of Queens, N.Y., and three friends sat on a

grassy knoll near the 96th Street exit. They'd been there two hours,

watching the show on the video screen, which they could see through a

break in the bushes.

The sound, though muffled by the bushes, was good enough. "I watched the

Beatles the same way," Madden said. "I watched them play at Shea [Stadium]

from the No. 7 train platform."

AmEx and other corporate sponsors paid for the production, and any profits

will be donated to the Elizabeth Glaser Pediatric AIDS Foundation.