NEIL STRAUSS
10/19/98

SAN FRANCISCO, Oct. 18 Ñ In its 12 years, the Bridge School Benefit, an annual concert put on by Neil Young at the Shoreline Amphitheater just outside the city, has become a rite of passage for rock bands. It is a chance to spend a weekend in the world Mr. Young has created for himself, a rigidly defined yet easygoing system in which music, family, nature and personal obsessions (toy trains, in Mr. Young's case) exist in eternal balance.

For invited musicians, the weekend begins with studio rehearsals, dinners and a barbecue at Mr. Young's mountain ranch, isolated from fans and music-industry employees to set a mood of charity and camaraderie before the concert. That intimacy usually carries over to the concert (the musicians are required to play acoustic instruments) to create a familial bond among the bands, audience members and the children with cerebral palsy whom the concert helps.

Mr. Young, whose 18-year-old son, Ben, has cerebral palsy, founded the Bridge School with his wife, Pegi, to help speech-impaired and physically handicapped children.

This year's musicians were R.E.M., Phish, Sarah McLachlan, the Barenaked Ladies and the Wallflowers. Also performing, in keeping with another Bridge benefit tradition, were acts represented by Mr. Young's manager, Elliott Roberts, the Eels and Jonathan Richman; both have new albums out this week.

Bridge School students sat in the best seats on Saturday night, onstage behind the musicians, letting the audience see to whom its money was going and creating a teary moment when Mr. Young came onstage during Phish's set and performed "Helpless" as a camera panned over the children in wheelchairs.

Mr. Young created a set list to drive home the message of compassion, opening with "Throw Your Hatred Down," "Heart of Gold" and other songs of hope. Awkwardly attired in a gangster hat, a T-shirt, a sports jacket, bunched-up jeans and tennis shoes, Mr. Young lumbered around the stage like a grizzled mountain man holding fast to hippie ideals and purity in a world of self-interest and corruption. Performing solo, in the style of his next album (said to be in the lineage of "Harvest" and "Harvest Moon") Mr. Young sat down at his pump organ for a spellbinding version of "After the Gold Rush" that reverberated throughout the amphitheater and inspired Michael Stipe of R.E.M. to tell the audience that it was one of the most beautiful and inspiring moments of his life.

For the final song in his set, Mr. Young was joined by members of R.E.M. for what may have been the first live performance of his song "Ambulance Blues." In its set, R.E.M. played mostly songs from its forthcoming album, "Up," and its previous one, "New Adventures in Hi-Fi," grappling with themes of religion and love.

Since the band will only be playing a few small shows to support "Up," it was a rare chance to see the group post-Bill Berry (the drummer who left the previously unbreakable band last year) performing its new songs, which sounded much brighter and less moody than they do on album. Mr. Young, who has recorded an album with Pearl Jam, slipped just as well into the fold of R.E.M.

When he played Peter Buck's guitar parts and inserted his own slow, pronounced chord progressions into R.E.M.'s "Country Feedback," Mr. Young added so much strength and depth to the band that he kept throwing off what seemed to be an awestruck Mr. Stipe.

Phish won the audience over with its a cappella version of Lynyrd Skynyrd's "Freebird," complete with guitar solos transposed for voice. Though Phish fans are among the largest and most loyal concert audiences in music today, those outside the circle often write Phish off as another Allman Brothers or Grateful Dead-inspired jam band. But Phish has always been much more than that. On Saturday night, it tried to embrace as much musical tradition as it could within the short time allotted, with songs flitting from harmony-laden pop to heavy reggae to jug-band jams, and from Leadbelly-inspired laments to Chicago-style ballads to Who-derived rock.

Mr. Richman, who recently received much-deserved mainstream exposure as the ever-present musician in the movie "Something About Mary," seduced the audience with his nasal, humorous, please-hug-me-I'm-sensitive love songs and cutely awkward dance moves.

Ms. McLachlan delivered a moving set, softly playing piano and guitar and sticking to slower, more melancholy songs of love, innocence and ache. The Barenaked Ladies, fellow Canadians who may be the pop world's most conclusive evidence that white people can't rap, preceded Ms. McLachlan. The whimsical folk band came off like a greeting card Ñ not a flowery one, but a cartoon-decorated one filled with jokes that inspire a groan. And the Wallflowers (more akin to a standard greeting card with no message inside) played a passable version of Neil Young's "Don't Cry No Tears" before going on to throw another shovelful of dirt on David Bowie's "Heroes." The real heroes of the show, however, were the Bridge School students who sat onstage for nearly the entire seven-hour show, dancing and smiling as performers turned their backs to the audience and played for them.