BEVERLY HILLS, Calif. - The Howard Hughes epic "The Aviator" led Academy Awards contenders with 11 nominations today, including best picture among them, plus acting honors for Leonardo DiCaprio, Cate Blanchett and Alan Alda and a directing slot for Martin Scorsese.

The boxing saga "Million Dollar Baby" and the J.M. Barrie tale "Finding Neverland" followed with seven nominations each, among best picture and acting nominations for Clint Eastwood, Morgan Freeman, Hilary Swank and Johnny Depp.

Eastwood also got a directing nomination for "Million Dollar Baby."

The other best-picture nominees were the Ray Charles portrait "Ray" and the buddy comedy "Sideways."

Along with Eastwood, Jamie Foxx also scored two nominations, as best actor for the title role in "Ray" and supporting actor as a taxi driver whose cab is hijacked by a hit man in "Collateral."

Foxx's dead-on emulation of Charles has made him the front-runner in the lead-actor category.

Starring as aviation trailblazer and Hollywood rebel Hughes, DiCaprio also was nominated for best actor. He and Foxx will compete against Depp as "Peter Pan" playwright Barrie in "Finding Neverland"; Eastwood as a cantankerous boxing trainer in "Million Dollar Baby"; and Don Cheadle for "Hotel Rwanda," starring as hotel manager Paul Rusesabagina, who sheltered refugees from the Rwandan genocide.

The best-actress category presents a rematch of the 1999 showdown, when underdog Swank won the Oscar for "Boys Don't Cry" over Annette Bening, who had been the front-runner for "American Beauty."

This time, Swank was nominated as a bullheaded boxing champ whose life takes a cruel twist in "Million Dollar Baby." Bening was chosen for "Being Julia," in which she plays an aging 1930s stage diva exacting wickedly comic revenge on the men in her life and a young rival.

Both actresses won Golden Globes for the roles, Swank for best dramatic actress, Bening for actress in a musical or comedy.

Also nominated for the best-actress Oscar were Catalina Sandino Moreno as a Colombian woman imperiled when she signs on to smuggle heroin in "Maria Full of Grace"; Imelda Staunton as a saintly housekeeper in 1950s Britain who performs illegal abortions on the side in "Vera Drake;" and Kate Winslet as a woman who has had memories of her ex-boyfriend erased in "Eternal Sunshine of the Spotless Mind."

Joining Eastwood and Scorsese among directing nominees are Taylor Hackford for "Ray;" Mike Leigh for "Vera Drake;" and Alexander Payne for "Sideways."

Along with Foxx in "Collateral," Alda was nominated for supporting actor as a senator tussling with Hughes in "The Aviator" while Freeman was picked as a worldly-wise ex-boxer in "Million Dollar Baby." The other nominees: Thomas Haden Church as a bridegroom out for a final fling in "Sideways;" Clive Owen as a coarse lover in "Closer."

For supporting actress, academy voters picked Blanchett, who plays Katharine Hepburn in "The Aviator"; Laura Linney as the title character's sexually adventurous wife in "Kinsey"; Virginia Madsen as a deceived lover in "Sideways"; Sophie Okonedo as innkeeper Rusesabagina's wife in "Hotel Rwanda"; Natalie Portman as a gutsy stripper in "Closer."