By the mid-1950s, Bogart's health was failing. Once, after signing a long-term deal with Warner Bros., Bogart predicted with glee that his teeth and hair would fall out before the contract ended. That sent a fuming Jack Warner to his lawyers. Bogart had formed a new production company and had plans for a new film Melville Goodwin, U.S.A., in which he would play a general and Bacall a press magnate. His persistent cough and difficulty eating became too serious to ignore and he dropped the project. The film was re-named Top Secret Affair and made with Kirk Douglas and Susan Hayward.
Katharine Hepburn and Spencer Tracy came to see him. Frank Sinatra was also a frequent visitor. Bogart was too weak to walk up and down stairs. He valiantly fought the pain and tried to joke about his immobility: "Put me in the dumbwaiter and I'll ride down to the first floor in style." Which is what happened; the dumbwaiter was altered to accommodate his wheelchair. Hepburn, in an interview, described the last time she and Spencer Tracy saw Bogart (the night before he died):
'Spence patted him on the shoulder and said, "Goodnight, Bogie." Bogie turned his eyes to Spence very quietly and with a sweet smile covered Spence's hand with his own and said, "Goodbye, Spence." Spence's heart stood still. He understood.'
Bogart had just turned 57 and weighed 80 pounds (36 kg) when he died on January 14, 1957 after falling into a coma. He died at 2:25 a.m. at his home at 232 Mapleton Drive in Holmby Hills, California. His simple funeral was held at All Saints Episcopal Church with musical selections played from Bogart's favorite composers, Johann Sebastian Bach and Claude Debussy. It was attended by some of Hollywood's biggest stars including: Katharine Hepburn, Spencer Tracy, David Niven, Ronald Reagan, James Mason, Danny Kaye, Joan Fontaine, Marlene Dietrich, Errol Flynn, Gregory Peck and Gary Cooper, as well as Billy Wilder and Jack Warner. Bacall had asked Spencer Tracy to give the eulogy, but Tracy was too upset, so John Huston gave the eulogy instead, and reminded the gathered mourners that while Bogart's life had ended far too soon, it had been a rich one.
'Himself, he never took too seriously—his work most seriously. He regarded the somewhat gaudy figure of Bogart, the star, with an amused cynicism; Bogart, the actor, he held in deep respect...In each of the fountains at Versailles there is a pike which keeps all the carp active; otherwise they would grow overfat and die. Bogie took rare delight in performing a similar duty in the fountains of Hollywood. Yet his victims seldom bore him any malice, and when they did, not for long. His shafts were fashioned only to stick into the outer layer of complacency, and not to penetrate through to the regions of the spirit where real injuries are done...He is quite irreplaceable. There will never be another like him."
His cremated remains are interred in Forest Lawn Memorial Park Cemetery, Glendale, California. Buried with him is a small gold whistle, which he had given to his future wife, Lauren Bacall, before they married. In reference to their first movie together, it was inscribed: "If you want anything, just whistle."