``Crouching Tiger, Hidden Dragon,'' the Mandarin-language martial arts epic, was close behind with 10 nominations, including best picture and best director. The other best-picture nominees were the French romance ``Chocolat,'' the legal drama ``Erin Brockovich'' and the gritty drug-war saga ``Traffic.''

Steven Soderbergh had two directing nominations, for ``Erin Brockovich'' and ``Traffic.'' That's the first time that's happened since 1938, when director Michael Curtiz was nominated for both ``Angels With Dirty Faces'' and ``Four Daughters.'' (Curtiz lost to Frank Capra, who directed ``You Can't Take It With You.'')

The other director nominees were Stephen Daldry for ``Billy Elliot,'' Ang Lee for ``Crouching Tiger, Hidden Dragon'' and Ridley Scott for ``Gladiator.''

After directing several English-language movies, Lee said he was delighted to see Western audiences embrace ``Crouching Tiger, Hidden Dragon.''

``This was supposed to be my homecoming project,'' said the Taiwanese-born Lee. ``I'm really taking to heart how this film is performing in America.''

``Crouching Tiger, Hidden Dragon'' is only the third film to earn both best-picture and foreign-language film nominations. The others were ``Life Is Beautiful'' in 1998 and ``Z'' in 1969. Last weekend, ``Crouching Tiger'' hit $60 million and passed ``Life is Beautiful'' as the domestic box-office champ among foreign-language films.

Besides best picture, ``Gladiator,'' the first Roman spectacle since the genre fell out of favor in the 1960s, grabbed nominations for actor Russell Crowe and supporting actor Joaquin Phoenix. Hans Zimmer's score was nominated, and the computer wizardry Scott's crew used to recreate ancient Rome was named for visual effects.

Along with Crowe, the actor nominees were Javier Bardem for ``Before Night Falls,'' a film biography of Cuban writer Reinaldo Arenas; Tom Hanks as a man stranded on an island in ``Cast Away''; Ed Harris for ``Pollock,'' a film biography of abstract painter Jackson Pollock; and Geoffrey Rush as the asylum-bound Marquis de Sade in ``Quills.''

Hanks has won two Oscars, and Rush has one.

Best actress nominees were Joan Allen as a vice-presidential nominee in ``The Contender''; Juliette Binoche as an itinerant chocolatier in ``Chocolat''; Ellen Burstyn as a diet-pill addict in ``Requiem for a Dream''; Laura Linney as a sister coping with her prodigal brother in ``You Can Count On Me'' and Julia Roberts as a tart-tongued legal aide in ``Erin Brockovich.''

Binoche and Burstyn are past Oscar winners.

``A year ago, if someone told me I'd be getting this, I wouldn't believe it,'' said Linney, a first-time nominee. ``This is a huge, huge thing for me. I just feel so damn good.''

Snubbed for a best-actress nomination was Icelandic pop singer Bjork, who made her film debut in the dark musical ``Dancer in the Dark.'' Bjork did score a nomination for best song, ``I've Seen It All,'' which she co-wrote.

The best song category was heavy on big names, including Bob Dylan for ``Things Have Changed'' from ``Wonder Boys.'' The nominees also included Sting and David Hartley for ``My Funny Friend and Me'' from ``The Emperor's New Groove'' and Randy Newman for ``A Fool in Love'' from ``Meet the Parents.'' Also nominated was ``A Love Before Time'' from ``Crouching Tiger.''

Besides Phoenix, supporting-actor slots went to Jeff Bridges as a flamboyant president in ``The Contender''; Willem Dafoe as the undead Nosferatu in ``Shadow of the Vampire''; Benicio Del Toro as a Mexican drug cop in ``Traffic''; and Albert Finney as a pugnacious attorney in ``Erin Brockovich.''

For supporting actress, the nominees were Judi Dench as a cranky grandmother in ``Chocolat''; Marcia Gay Harden as the painter's wife in ``Pollock''; Kate Hudson as a '70s rock disciple and Frances McDormand as an obsessive mother in ``Almost Famous,'' and Julie Walters as a disillusioned ballet teacher in ``Billy Elliot.''

Dench and McDormand both have won Oscars.

``Almost Famous,'' which had emerged as a solid candidate for a best-picture nomination, was shut out in that category, and director Cameron Crowe also failed to get a nod. Besides its two supporting-actress nominations, the movie earned a nomination for Crowe's original screenplay and for film editing.

Miramax, always a scrappy Oscar campaigner, pulled out a best-picture nomination for ``Chocolat,'' considered something of a longshot. Miramax's past Oscar successes include ``The English Patient'' ``Shakespeare in Love,'' ``Life is Beautiful'' and last year's ``The Cider House Rules''

Along with ``Crouching Tiger,'' nominees for best foreign language film were ``Amores Perros'' from Mexico, ``Divided We Fall'' from the Czech Republic, ``Everybody Famous'' from Belgium and ``The Taste of Others'' from France.

Nominees in most of the 23 categories are chosen by specific branches of the 5,300-member academy, such as actors, directors and film editors. Contenders in some categories, including documentaries and foreign-language films, are selected by committees.

All academy members can vote for best-picture nominees. The full academy also is eligible to vote in all categories for the awards themselves.

The Oscars will be presented March 25 in a live broadcast on ABC-TV from the Shrine Auditorium in Los Angeles.

Steve Martin will be host for the ceremony, taking over from Billy Crystal, who has been master of ceremonies for seven of the last eight Oscar shows.

Dino De Laurentiis, whose credits include ``Hannibal'' and ``Serpico,'' will receive the Irving G. Thalberg award, presented to producers whose work reflects ``consistently high quality.''