The romantic comedy Shakespeare in Love collected a near-record 13 Oscar nominations Tuesday to top the early favorite, Steven Spielberg's war epic Saving Private Ryan.
Saving Private Ryan got 11 nominations.
The Italian film Life Is Beautiful became the first in three decades to be nominated for both best picture and best foreign language movie.
[For a full list of Oscar nominees, see The Official 71st Academy Awards Web Site.]
Among the nominations for Shakespeare in Love were best picture, director, actress for Gwyneth Paltrow, supporting actor for Geoffrey Rush, supporting actress for Judi Dench, and original screenplay for Marc Norman and Tom Stoppard.
Saving Private Ryan received nominations for best picture, director Steven Spielberg, leading actor Tom Hanks, and original screenplay by Robert Rodat.
Other best picture nominees were Elizabeth and The Thin Red Line, based on the battle of Guadalcanal.
Life Is Beautiful, the story of a Jewish man who uses humor to shield his young son from the horrors of a Nazi concentration camp, received nominations for its star Roberto Benigni for best actor, director, and screenplay.
Its nomination for best picture makes the category a contest between two movies set in Elizabethan England and three about World War II.
"I think this is a tribute to the veterans. It's important that before this century is out ample recognition is paid to the veterans who saved the world," Spielberg said.
In a surprise, The Thin Red Line picked up seven nominations, a triumphant return to the movies for director Terrence Malick, who hadn't made a film in two decades.
Also getting boosts this year were Elizabeth, which received seven nominations, and the Miramax studio, which had two best picture nominees in Life Is Beautiful and Shakespeare in Love.
In addition to Malick, Spielberg and Benigni, the other nominees for director were John Madden for Shakespeare in Love and Peter Weir for The Truman Show.
Other best actor nominees were Hanks, a two-time winner, Ian McKellen of Gods and Monsters, Nick Nolte of Affliction and Edward Norton of American History X.
"This is one of those films that you make because you fall in love with it and are desperate to do," said McKellen, who portrayed the tormented homosexual director of 1930s horror movies.
Best actress nominations went to Cate Blanchett of Elizabeth, Fernanda Montenegro of Central Station, Paltrow of Shakespeare in Love, Meryl Streep of One True Thing and Emily Watson of Hilary and Jackie.
James Coburn got the first Oscar nomination in his long career, for supporting actor in Affliction. Also nominated were Rush, Robert Duvall of A Civil Action,Harris of The Truman Show and Billy Bob Thornton of A Simple Plan.
Supporting actress nominee Dench was the second actress nominated for playing Queen Elizabeth. She had the role in Shakespeare in Love while Ms. Blanchett was the monarch in Elizabeth.
Other supporting actress nominees were Kathy Bates for Primary Colors, Brenda Blethyn for Little Voice, Rachel Griffiths for Hilary and Jackie and Lynn Redgrave for Gods and Monsters.
Warren Beatty picked up an original screenplay nomination for Bulworth, which he shared with co-writer Jeremy Pikser. Andrew Niccol was nominated for The Truman Show and Benigni shared his nomination with co-writer Vincenzo Cerami for Life Is Beautiful.
The last time a release received nominations for both best foreign language film and best movie was for the 1969 film Z.
Nominated for best adapted screenplay were Malick for The Thin Red Line, Bill Condon for Gods and Monsters, Scott Frank for Out of Sight, Elaine May for Primary Colors and Scott B. Smith for A Simple Plan.
Other nominees for foreign language film were Central Station from Brazil, Children of Heaven, the first nomination for an Iranian film, The Grandfather from Spain and Tango from Argentina.
The record for nominations, 14, stands with Titanic last year and All About Eve in 1951. The most wins for a single film is 11, held by 1959's Ben-Hur and Titanic last year.
The winners will be announced March 21 at a ceremony televised live on ABC from the Los Angeles Music Center, with Whoopi Goldberg back for a third time as master of ceremonies. The Sunday night event is a change from the traditional Monday.