DAME Judi Dench, the Oscar-winning actress was yesterday in mourning following the death of her actor husband Michael Williams, who lost a long battle with lung cancer on Thursday.

Theatre and television stars united to praise the Shakespearean actor whose fame was often eclipsed by that of his wife.

Williams, who was 65, was best known to television viewers for his role in the sitcom A Fine Romance, in which he starred opposite his wife, along with other series, such as Love In A Cold Climate.

The actor had been fighting lung cancer for many months and Dame Judi recently cancelled engagements to be with him when he took a turn for the worse. He died at home surrounded by family and friends.

The couple, who were friends for many years before tying the knot, would have celebrated their 30th wedding anniversary next month. They have a daughter, Finty.

Williams, 65, freely admitted his own acting talent was not up to his wife's, but being somewhat overshadowed did not rankle with him.

Getting together with his future wife, however, proved a protracted affair. They became nodding acquaintances and over the course of nine years regularly met up for chats but romance failed to blossom.

Eventually, they holidayed together and soon Williams could not bear to be parted from her.

When one of her productions headed for a tour of Australia, he jumped on a flight and surprised her by turning up unannounced. He stayed for a further six weeks.

''I asked her to marry me,'' he said.

''Jude, quite rightly, said 'No, it's too romantic here with the sun and the sea and the sand. Ask me on a rainy night in Battersea and I'll think about it'.''

Dame Judi later said yes to a second proposal. Their different spiritual beliefs - Dame Judi is a Quaker, and Williams a Roman Catholic - were no bar to the marriage.

She was given a special dispensation to marry in St Mary's Catholic Church in Hampstead, north London, with guests such as Dame Peggy Ashcroft, Sir Ian McKellen, Danny La Rue, and Roy Kinnear.

On the inside of her wedding ring, Dame Judi has a line from Troilus And Cressida engraved which Williams used in his first ever note to her: ''He will weep you, an 'twere a man born in April.''

The actress's agent said she did not want to comment on her husband's death.

Dame Judi, who has retained a special place for Scotland in her heart since filming her role as Queen Victoria opposite Billy Connolly in Mrs Brown in 1997, last year accepted the presidency of the Royal Scottish Academy of Music and drama in Glasgow.

She returned to Scotland last July to accept an honorary degree from Queen Margaret University in Edinburgh.

Her actor husband was said to be too ill to travel to Scotland to watch her receive the honour.

Speaking at the ceremony in July she found it difficult to talk about his illness and rushed off quickly after the ceremony to return to his bedside.

On Wednesday, the actor, a devout Roman Catholic, had been presented with a Papal knighthood, the highest honour bestowed by the Catholic Church.

The award was made by Canon John McDonald, national chaplain of the Catholic Stage Guild.

Friends and family toasted Williams - who had been chairman of the Guild for a number of years - with champagne.

He said that night: ''It was one of the best days I've ever had, and could I have a match replay?''

Liverpool-born and raised, Williams had received acclaim throughout his career for stage work, and his infrequent appearances on television and in films.

Television work included classic period pieces such as A Dance to the Music of Time but he will long be remembered for A Fine Romance.

In it, he and his wife starred as Mike and Laura, a landscape gardener and translator, who reluctantly fell in love as they approached middle age.

Warm tributes poured in yesterday. Danny La Rue, an old friend, said: ''It is not only a great loss to his family, but also to the theatre. He was a great artist and he will always be with us.''

La Rue said Williams and Dame Judi had been ''utterly devoted to each other''.

Adrian Noble, artistic director of the Royal Shakespeare Company, with which Williams won acclaim for many years, described him as ''one of the most gifted and versatile actors'' of his time.

Glenda Jackson, the Oscar-winning actress and Labour MP, who worked with him at the RSC said: ''He was an extremely professional actor. The best work I ever saw him do was the comedies he did on TV with Judi - very subtle and professional.''

Actor Richard Briers said: ''He always turned in exceptional performances and I will miss the way he made everyone around him laugh.''

A private funeral is due to take place next week with a memorial service at a later date.