The Napoleonic era naval adventure "Master and Commander: The Far Side of the World" was right behind with 10 nominations, among them best picture and director.

Bill Murray, Diane Keaton, Sean Penn and Charlize Theron — all Golden Globe winners Sunday — were among the leading acting nominees. The most notable snub came for the Civil War saga "Cold Mountain," which failed to get nominations for best picture, director Anthony Minghella or lead actress Nicole Kidman.

Other best-picture nominees for the 76th annual Oscars included "Lost in Translation," about two lonely Americans in Tokyo; the brooding murder thriller "Mystic River"; and the horse-racing drama "Seabiscuit."

Along with best picture and director, the nominations for "Return of the King" included original score and song, visual effects, film editing and adapted screenplay for the script based on J.R.R. Tolkien's fantasy classic.

"Return of the King" led last weekend's Golden Globes with four wins, including best dramatic picture and director, and its broad critical and fan support give the film the inside track at the Oscars.

Nominees for lead actress included a surprise pick, Keisha Castle-Hughes as a New Zealand girl who bucks tradition to become leader of her Maori tribe in "Whale Rider." At 13, she's the youngest person ever to be nominated for lead actress, the Academy said. The film's distributor had been pushing her in the supporting category.

The youngest nominee ever was 8-year-old Justin Henry as supporting actor for 1979âs "Kramer vs. Kramer." At 10, supporting-actress winner Tatum O'Neal was the youngest Oscar recipient.

Besides Jackson and "Master and Commander" director Peter Weir, the directing nominees included Sofia Coppola for "Lost in Translation," only the third woman ever nominated for best director and the first American woman. The previous nominees were Lina Wertmuller for 1976's "Seven Beauties" and Jane Campion for 1993's "The Piano." Both lost.

Coppola, the daughter of Francis Ford Coppola, also earned an original-screenplay nomination for "Lost in Translation." Her father, an executive producer on "Lost in Translation," is a five-time Oscar winner, while her grandfather, Carmine Coppola, won the musical-score award for "The Godfather, Part II."

"I think about the family tradition, to be nominated, joining the men in my family," Sofia Coppola said. "I haven’t thought about the idea of winning."

The other directing nominees: Clint Eastwood for "Mystic River" and a surprise choice, Fernando Meirelles for the Brazilian film "City of God."

Meirelles' nomination may have bumped "Seabiscuit" filmmaker Gary Ross out of the best-director field, but Ross was not complaining, considering his best-picture honor and his nomination for adapting the screenplay from Laura Hillebrand's best seller.

"I'm very happy for `City of God,"' Ross said. "When a smaller movie like that can be recognized, the more all of this can be spread around, the better it is for everyone. This is a time to celebrate what we all do, which is make movies."

"Cold Mountain" did get seven nominations — among them, best actor for Jude Law as a Confederate deserter making his way home to his sweetheart and supporting actress for Renee Zellweger for her role as a no-nonsense Confederate woman.

Along with Law, the actor nominees were Johnny Depp as a wily buccaneer in "Pirates of the Caribbean: The Curse of the Black Pearl"; Ben Kingsley as an Iranian immigrant fighting for possession of a home in "House of Sand and Fog"; Murray as a has-been actor shooting a commercial in Japan in "Lost in Translation"; and Penn as an ex-hoodlum out for revenge over his daughter’s death in "Mystic River."

The other best actress nominees: Keaton as a down-on-love playwright unexpectedly romanced by two men in "Something's Gotta Give"; Theron as real-life serial killer Aileen Wuornos in "Monster"; Samantha Morton as an Irish immigrant mother in "In America"; and Naomi Watts as a grieving wife and mother seeking vengeance in "21 Grams."

It was the fourth nomination for Keaton, a best-actress winner for 1977's "Annie Hall." Keaton now has been nominated in four different decades, which adds relevance to the themes of her comeback role in the $100 million hit "Something's Gotta Give," that older men and women still have life and love left in them.

"What's wonderful about the movie is it gives hope for all of us baby boomers out there," Keaton said. "It permits us to continue to engage in the idea of romantic love at the very least. It's fantastic for actresses of my generation. It means we can still be in romantic comedies, and if they're well-written and directed and acted, it works and it makes money."

Contenders for supporting actor were Alec Baldwin as a sleazy casino owner in "The Cooler"; Benicio Del Toro as an ex-con whose effort to go straight ends in tragedy in "21 Grams"; Djimon Hounsou as a standoffish artist dying of AIDS in "In America"; Tim Robbins as a man tormented by childhood abuse in "Mystic River"; and Ken Watanabe as a samurai battling Western influences among his countrymen in "The Last Samurai."

Besides Zellweger, supporting actress nominees were Shohreh Aghdashloo as a compassionate Iranian immigrant in "House of Sand and Fog"; Patricia Clarkson as an acerbic mother coping with breast cancer in "Pieces of April"; Marcia Gay Harden as a suspicious wife in "Mystic River"; and Holly Hunter as a single mom trying to rein in her defiant daughter in "thirteen."

Harden said the pressure was off this time, since she won the supporting-actor prize three years ago for "Pollock." She had been a surprise nominee for that film and oddsmakers labeled her a longshot to take home the Oscar.

"If I listened to Las Vegas before, I was 12-1 not to win," Harden said. "I think I'll just enjoy the ride this time."

Scarlett Johansson, who received Golden Globe nominations for "Lost in Translation" and "Girl With a Pearl Earring," was bypassed. Among other snubs, there were no acting nominations among the "Rings" and "Master and Commander" casts.

The blockbuster "Finding Nemo" was nominated for animated feature film, along with "Brother Bear" and the French film "The Triplets of Belleville."

Foreign-language nominees were the Canadian film "The Barbarian Invasion," Sweden's "Evil," Japan's "The Twilight Samurai," the Netherlands' "Twin Sisters" and the Czech Republicâs "Zelary."

Nominees in most categories are chosen by specific branches of the 5,700-member Academy of Motion Picture Arts and Sciences, such as actors, directors and writers.

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

ABC will broadcast the Oscars on Feb. 29 live from Hollywood's Kodak Theatre. Billy Crystal returns as host after a four-year absence, his eighth time as Oscar master of ceremonies.

Best picture

• "The Lord of the Rings: The Return of the King" (New Line); A Wingnut Films Production; Barrie M. Osborne, Peter Jackson and Fran Walsh, Producers

• "Lost in Translation" (Focus Features); An American Zoetrope/Elemental Films Production; Ross Katz and Sofia Coppola, Producers

• "Master and Commander: The Far Side of the World" (20th Century Fox); A 20th Century Fox and Universal Pictures and Miramax Films Production; Samuel Goldwyn, Jr., Peter Weir and Duncan Henderson, Producers

• "Mystic River" (Warner Bros.); A Warner Bros. Pictures Production; Robert Lorenz, Judie G. Hoyt and Clint Eastwood, Producers

• "Seabiscuit" (Universal/DreamWorks/Spyglass); A Universal Pictures/DreamWorks Pictures Production; Nominees to be determined

Directing

• "City of God" (Miramax) Fernando Meirelles

• "The Lord of the Rings: The Return of the King" (New Line) Peter Jackson

• "Lost in Translation" (Focus Features) Sofia Coppola

• "Master and Commander: The Far Side of the World" (20th Century Fox) Peter Weir

• "Mystic River" (Warner Bros.) Clint Eastwood

Actor in a leading role

• Johnny Depp in "Pirates of the Caribbean: The Curse of the Black Pearl" (Buena Vista)

• Ben Kingsley in "House of Sand and Fog" (DreamWorks in association with Cobalt Media Group)

• Jude Law in "Cold Mountain" (Miramax)

• Bill Murray in "Lost in Translation" (Focus Features)

• Sean Penn in "Mystic River" (Warner Bros.)

Actress in a leading role

• Keisha Castle-Hughes in "Whale Rider" (NewMarket Films)

• Diane Keaton in "Something's Gotta Give" (Sony Pictures Releasing)

• Samantha Morton in "In America" (Fox Searchlight/20th Century Fox)

• Charlize Theron in "Monster" (Newmarket Films)

• Naomi Watts in "21 Grams" (Focus Features)

Actor in a supporting role

• Alec Baldwin in "The Cooler" (Lions Gate)

• Benicio Del Toro in "21 Grams" (Focus Features)

• Djimon Hounsou in "In America" (Fox Searchlight/20th Century Fox)

• Tim Robbins in "Mystic River" (Warner Bros.)

• Ken Watanabe in "The Last Samurai" (Warner Bros.)

Actress in a supporting role

• Shohreh Aghdashloo in "House of Sand and Fog" (DreamWorks in association with Cobalt Media Group)

• Patricia Clarkson in "Pieces of April" (MGM)

• Marcia Gay Harden in "Mystic River" (Warner Bros.)

• Holly Hunter in "Thirteen" (Fox Searchlight/20th Century Fox)

• Renée Zellweger in "Cold Mountain" (Miramax)

Adapted Screenplay

• "American Splendor" (HBO Films in association with Fine Line Features) Written by Robert Pulcini & Shari Springer Berman

• "City of God" (Miramax) Screenplay by Braulio Mantovani

• "The Lord of the Rings: The Return of the King" (New Line) Screenplay by Fran Walsh, Philippa Boyens & Peter Jackson

• "Mystic River" (Warner Bros.) Screenplay by Brian Helgeland

• "Seabiscuit" (Universal/DreamWorks/Spyglass) Written for the Screen by Gary Ross

Original Screenplay

• "The Barbarian Invasions" (Miramax) Written by Denys Arcand

• "Dirty Pretty Things" (Miramax and BBC Films) Written by Steven Knight

• "Finding Nemo" (Buena Vista) Screenplay by Andrew Stanton, Bob Peterson and David Reynolds Original Story by Andrew Stanton

• "In America" (Fox Searchlight/20th Century Fox) Written by Jim Sheridan & Naomi Sheridan & Kirsten Sheridan

• "Lost in Translation" (Focus Features) Written by Sofia Coppola

Cinematography

• "City of God" (Miramax) Cesar Charlone

• "Cold Mountain" (Miramax) John Seale

• "Girl with a Pearl Earring" (Lions Gate) Eduardo Serra

• "Master and Commander: The Far Side of the World" (20th Century Fox) Russell Boyd

• "Seabiscuit" (Universal/DreamWorks/Spyglass) John Schwartzman

Film editing

• "City of God" (Miramax) Daniel Rezende

• "Cold Mountain" (Miramax) Walter Murch

• "The Lord of the Rings: The Return of the King" (New Line) Jamie Selkirk

• "Master and Commander: The Far Side of the World" (20th Century Fox) Lee Smith

• "Seabiscuit" (Universal/DreamWorks/Spyglass) William Goldenberg

Visual effects

• "The Lord of the Rings: The Return of the King" (New Line) Jim Rygiel, Joe Letteri, Randall William Cook and Alex Funke

• "Master and Commander: The Far Side of the World" (20th Century Fox) Dan Sudick, Stefen Fangmeier, Nathan McGuinness and Robert Stromberg

• "Pirates of the Caribbean: The Curse of the Black Pearl" (Buena Vista) John Knoll, Hal Hickel, Charles Gibson and Terry Frazee

Animated feature film

• "Brother Bear" (Buena Vista)

• "Finding Nemo" (Buena Vista)

• "The Triplets of Belleville" (Sony Pictures Classics)

Art direction

• "Girl with a Pearl Earring" (Lions Gate); Art Direction: Ben Van Os; Set Decoration: Cecile Heideman

• "The Last Samurai" (Warner Bros.); Art Direction: Lilly Kilvert; Set Decoration: Gretchen Rau

• "The Lord of the Rings: The Return of the King" (New Line); Art Direction: Grant Major; Set Decoration: Dan Hennah and Alan Lee

• "Master and Commander: The Far Side of the World" (20th Century Fox); Art Direction: William Sandell; Set Decoration: Robert Gould

• "Seabiscuit" (Universal/DreamWorks/Spyglass); Art Direction: Jeannine Oppewall; Set Decoration: Leslie Pope

Costume design

• "Girl with a Pearl Earring" (Lions Gate) Dien van Straalen

• "The Last Samurai" (Warner Bros.) Ngila Dickson

• "The Lord of the Rings: The Return of the King" (New Line) Ngila Dickson and Richard Taylor

• "Master and Commander: The Far Side of the World" (20th Century Fox) Wendy Stites

• "Seabiscuit" (Universal/DreamWorks/Spyglass) Judianna Makovsky

Documentary feature

• "Balseros" (Seventh Art Releasing); A Bausan Films S.L. Production; Carlos Bosch and Marcos Loris Omedes

• "Capturing the Friedmans" (Magnolia Pictures); A Hit The Ground Running Production; Andrew Jarecki and Marc Smerling

• "The Fog of War" (Sony Pictures Classics); A Globe Department Store Production; Errol Morris and Michael Williams

• "My Architect" (New Yorker); A Louis Kahn Project, Inc. Production; Nathaniel Kahn and Susan R. Behr

• "The Weather Underground" (Shadow Distribution); A Free History Project Production; Sam Green and Bill Siegel

Documentary short subject

• "Asylum"; A Constant Communication & Make-do Production; Sandy McLeod and Gini Reticker

• "Chernobyl Heart"; A Downtown TV Documentaries Production; Maryann DeLeo

• "Ferry Tales"; A Penelope Pictures Production; Katja Esson

Foreign language film

• "The Barbarian Invasions"; A Cinémaginaire Inc. Production; Canada

• "Evil"; A Moviola Film & Television Production; Sweden

• "The Twilight Samurai"; A Shochiku/Nippon Television Network/Sumitomo/Hakuhodo/Nippon Shuppan Hanbai/Eisei Gekijo Production; Japan

• "Twin Sisters"; An IdtV Film Production; The Netherlands

• "Zelary"; A Total HelpArt T.H.A./Barrandov Studio Production; Czech Republic

Makeup

• "The Lord of the Rings: The Return of the King" (New Line); Richard Taylor and Peter King

• "Master and Commander: The Far Side of the World" (20th Century Fox); Edouard Henriques III and Yolanda Toussieng

• "Pirates of the Caribbean: The Curse of the Black Pearl" (Buena Vista); Ve Neill and Martin Samuel

Music (original score)

• "Big Fish" (Sony Pictures Releasing) Danny Elfman

• "Cold Mountain" (Miramax) Gabriel Yared

• "Finding Nemo" (Buena Vista) Thomas Newman

• "House of Sand and Fog" (DreamWorks in association with Cobalt Media Group) James Horner

• "The Lord of the Rings: The Return of the King" (New Line) Howard Shore

Music (original song)

• "Into the West" from "The Lord of the Rings: The Return of the King" (New Line); Music and Lyric by Fran Walsh and Howard Shore and Annie Lennox

• "A Kiss at the End of the Rainbow" from "A Mighty Wind" (Warner Bros.); Music and Lyric by Michael McKean and Annette O'Toole

• "Scarlet Tide" from "Cold Mountain" (Miramax); Music and Lyric by T Bone Burnett and Elvis Costello

• "The Triplets of Belleville" from "The Triplets of Belleville" (Sony Pictures Classics); Music by Benoit Charest; Lyric by Sylvain Chomet

• "You Will Be My Ain True Love" from "Cold Mountain" (Miramax); Music and Lyric by Sting

Short film (animated)

• "Boundin'"; A Pixar Animation Studios Production; Bud Luckey

• "Destino" (Buena Vista); A Walt Disney Pictures Production; Dominique Monfery and Roy Edward Disney

• "Gone Nutty" (20th Century Fox); A Blue Sky Studios Production; Carlos Saldanha and John C. Donkin

• "Harvie Krumpet"; A Melodrama Pictures Production; Adam Elliot

• "Nibbles"; An Acme Filmworks Production; Chris Hinton

Short film (live action)

• "Die Rote Jacke (The Red Jacket)"; A Hamburger Filmwerkstatt Production; Florian Baxmeyer

• "Most (The Bridge)"; An Eastwind Films Production; Bobby Garabedian and William Zabka

• "Squash"; A Tetramedia Production; Lionel Bailliu

• "(A) Torzija [(A) Torsion]"; A Studio Arkadena Production; Stefan Arsenijevic

• "Two Soldiers"; A Shoe Clerk Picture Company Production; Aaron Schneider and Andrew J. Sacks

Sound editing

• "Finding Nemo" (Buena Vista) Gary Rydstrom and Michael Silvers

• "Master and Commander: The Far Side of the World" (20th Century Fox) Richard King

• "Pirates of the Caribbean: The Curse of the Black Pearl" (Buena Vista) Christopher Boyes and George Watters II

Sound mixing

• "The Last Samurai" (Warner Bros.) Andy Nelson, Anna Behlmer and Jeff Wexler

• "The Lord of the Rings: The Return of the King" (New Line) Christopher Boyes, Michael Semanick, Michael Hedges and Hammond Peek

• "Master and Commander: The Far Side of the World" (20th Century Fox) Paul Massey, D.M. Hemphill and Arthur Rochester

• "Pirates of the Caribbean: The Curse of the Black Pearl " (Buena Vista) Christopher Boyes, David Parker, David Campbell and Lee Orloff

• "Seabiscuit" (Universal/DreamWorks/Spyglass) Andy Nelson, Anna Behlmer and Tod A. Maitland