WHAT'S HAPPENING : MUSIC.

Williams conducts L.A. Phil: It's getting easier to recite the state capitals in 30 seconds flat than to recite all the films for which John Williams has received Oscar nominations.

A five-time Oscar winner, the composer/conductor is up to 37 Academy Award nods - and don't be surprised if Williams picks up No. 38 for ``Star Wars: Episode I - The Phantom Menace.'' Perhaps no other Williams score has so eloquently drawn out the emotional textures from a film that treats dialogue as, at best, a necessary evil. To sit through ``The Phantom Menace,'' especially its first 40 minutes, is to appreciate how a great film score like Williams' can enhance and advance a story line, melodically foreshadowing the fate of the boy who will grow up to become (shiver) Darth Vader.

At 8:30 tonight and Saturday, Williams will lead the Los Angeles Philharmonic in a retrospective program that will include his ``Suite From `The Phantom Menace,' '' as well as music from ``The Reivers,'' ``1941,'' ``Hook,'' ``Amistad'' and ``Empire of the Sun.'' Actor Ossie Davis will narrate. Tickets are $3 to $100. Call [phone].

- Reed Johnson 

Sounds of Brazil: Expect a warm South American breeze to blow through Westwood this evening.

That's when Brazilian singer-guitarist Dori Caymmi appears in a free concert in the courtyard of the UCLA/Armand Hammer Museum.

The son of a popular Brazilian composer, Caymmi has cut four solo albums and arranged, sung and penned music for projects with Sarah Vaughan, Liza Minnelli, Natalie Cole, Branford Marsalis and others.

Caymmi was better known as a producer and arranger than for his solo work until his 1991 ``Brasilian Serenata'' album was nominated for a Grammy Award in the world music category.

The Hammer is at 10899 Wilshire Blvd., Westwood. Show time is 6:30 p.m. Information: [phone].

- Fred Shuster

This park is moanin': Woodland Hills has the blues.

This Sunday, the Concerts in the Park series offers its third annual blues fest guaranteed to get you feeling the spirit.

The Warner Park bill features singer-keyboardist Mighty Mo Rodgers, Morganfield Burnett & Da Blues, and Karen Lawrence & Blue by Nature.

Da Blues is a Chicago-style band fronted by harpist-singer Larry Edwards.

The five-member Blue by Nature is known for high-energy performances that touch on a variety of styles. Blues diva Lawrence is a popular club draw who penned music for the 1978 thriller, ``Eyes of Laura Mars.''

Warner Park is at 2500 Topanga Canyon Blvd., Woodland Hills. Show time is 4 p.m., and there is no charge. Information: [phone].

- Fred Shuster

dance

For both young and old: OK, listen up all you graying boomer parents! So your toddlers have learned how to bop around with Barney and do the macarena. Bravo! Could be now's the time to open them up to more sophisticated dance maneuvers without expecting them to sit through two hours of Baryshnikov. ``Crazy for Dance,'' a one-hour family-oriented dance performance Saturday morning at the John Anson Ford Amphitheatre, is specially tailored for prepubescent attention spans.

The international cross-section of colorful artists includes masters of physical comedy Keith Berger and Sharon Diskin, a k a the Chameleons; the frenetic Celtic footwork of Liam Harney's Irish step dancers; Art in Motion, a jazz dance company composed entirely of females ages 6 to 20; and ``Cheremoya Escola de Samba,'' another company of young artists who shimmy to Samba-reggae-Bahian rhythms accompanied by live percussion.

The family show (tickets are $7) starts at 10 a.m. Then Mom and Dad can shuffle the kids off to the baby sitter and sneak back to Cahuenga Boulevard for an 8 p.m. Saturday grown-up performance featuring traditional dance companies from the Philippines, Ireland and East India (tickets $18). For tickets and information, call [phone].

- Reed Johnson

film

Be open to `Eyes Wide Shut': Although you're as likely to hate it as appreciate it, you've got to see ``Eyes Wide Shut'' regardless. It's the last film by the late Stanley Kubrick, and while a minority considers it one of his great works, even the film's critics acknowledge that there is greatness in it.

Set in contemporary New York but based rather faithfully on a turn-of-the-century Viennese novel, the often dreamlike film tracks a wealthy couple's exploration of the idea, if not the actual commission, of adultery.

Nicole Kidman plays the wife whose description of a fantasy (the movie's best scene) drives her doctor husband (Tom Cruise) out into the night, where he observes an increasingly alarming series of sexual misadventures.

Kubrick's glowing lighting and subtle but insistently probing camerawork create an atmosphere of imminent exposure, while the sometimes melodramatic story line leaves a lot open to interpretation. It may bore, puzzle or incense you. But it may also impart some profound insight into the human condition.

- Bob Strauss

CAPTION(S):

4 Photos

Photo: (1) Keith Berger and Sharon Diskin of the Chameleons are part of the family-friendly ``Crazy for Dance'' program.

(2) CRUISE

(3) LAWRENCE

(4) CAYMMI