Billy Bob won, Lauren lost and three people picked up prizes in our Oscar contest, which had 3,290 entries. Stars Went Out After the Oscars, winners and losers act like they're having fun at the parties. Tom Shales The Post's TV critic calls the telecast "one of the best in memory." Talk About It Now that it's over, tell us what you really thought about the Oscars! Before Oscar In the showrooms, a frenzy over who's wearing who.

LOS ANGELES, March 24 -- "The English Patient" swept up nine Oscars at the 69th Academy Awards tonight, including Best Picture and Best Director, in a resounding triumph for a complex tale of romance, history and tragedy in wartime Italy and Egypt.

The film, based on the novel of the same name by Michael Ondaatje, was expected to win several awards for its luxurious and mysterious depiction of a patient burned beyond recognition in World War II, what one admiring presenter called "an intimate epic." But in a year with heavy competition from many offbeat, independently made films, its success was remarkable. Only two films in Oscar history have won more awards -- "Ben-Hur," which took 11 in 1959, and "West Side Story," which won 10 in 1961.

Producer Saul Zaentz, who earlier in the evening was presented the Irving G. Thalberg award for his life's work in film, said in accepting the Oscar for Best Picture, "I said 'My cup is full' before. Now it runneth over." His film, which was nearly doomed after Twentieth Century Fox rescinded financing at the last minute, also won for Best Supporting Actress for Juliette Binoche, editing, cinematography, art direction, dramatic score, costumes and sound. After other studios turned the project down, the Disney-owned art house studio Miramax agreed to finance the film.

Asked if he was disappointed that he did not win the Oscar for Best Adapted Screenplay, writer-director Anthony Minghella said, "When you've won nine Academy Awards, I think it's very grumpy to say anything."

A few major awards, including Best Actor and Best Actress, slipped out of "Patient's" hands.

Australian Geoffrey Rush was chosen Best Actor for his startling portrayal in "Shine" of David Helfgott, a concert pianist who has worked his way back from a crippling emotional breakdown. Rush told Helfgott, who performed at the ceremony in the Shrine Auditorium, "You truly are an inspiration . . . showing us that the circus is a place of daring and risk-taking and working without a safety net, and [for] giving us your personal poetry."

Rush defended Helfgott from the negative criticism of music reviewers. "I think some of the comments are extremely unfair. Music critics hear things through very sophisticated ears, but somehow David is offering a kind of musical experience that is different than what they want to hear. . . . He's pouring out his life at that keyboard."

Best Actress winner was Frances McDormand for "Fargo," in which she played a pregnant police chief hot on the trail of a killer in the frozen Upper Midwest. She thanked "Mr. Ethan Coen, who made an actor of me, and Mr. Joel Coen" -- her husband -- "who made a woman of me." The Coen brothers also won an Academy Award for Best Original Screenplay for their film.

McDormand acknowledged the caliber of her competition: "What am I doing here? Especially considering the extraordinary group of women with whom I was nominated." And she complimented producers who allow directors to make their own casting decisions not based on "market value."

Asked backstage why she thought her portrayal of Marge, the police chief, appealed to academy voters, McDormand said, "I hope it's because she's familiar to people, because they know people who are good at their jobs and have lives as well. She's kind of a symbol of that."

Binoche was a surprise winner for her portrayal of an idealistic nurse tending to a disfigured burn victim in an Italian monastery during World War II. Accepting the award that most believed would go to veteran Hollywood diva Lauren Bacall for "The Mirror Has Two Faces," Binoche said, "I thought Lauren was going to get it, and I think she deserves it. We all tried our best in this film. I'm so amazed. This is a dream. It must be a French dream, I think."

Journalists gathered in the press room booed when the award was announced but were polite when a flustered Binoche came to answer questions. "I'm completely lost -- I'm in a sea of flashes, enthusiasm, amazement," she said with a nervous guffaw. "I don't know why I got this. It's not my fault."

In the first award of the evening, Cuba Gooding Jr. won Best Supporting Actor for his scene-stealing portrayal of an irrepressibly ambitious football star in "Jerry Maguire." One of only six African American actors to win the coveted award, the actor was equally irrepressible in accepting his statue, continuing to shout thanks to co-star Tom Cruise and director Cameron Crowe over the musical cue to get off the stage. "I love you, brother, I love you, man. Thank you, everybody involved in the movie," he shouted as the audience applauded in support. "I'm going to keep going. I love you all. I love you, I love you, I love you." Then he clicked his heels.

Afterward, Gooding said he was thrilled to be in the company of actors like Denzel Washington and Sidney Poitier. "I wanna say, 'Hi, Denzel. Damn, it feels good, brother.' My goodness. 'Hi, Sidney; hopefully I'll be there someday,'‚" he said, clutching his Oscar.

Best Actor nominee Billy Bob Thornton gave "English Patient" its first defeat. The newcomer won Best Adapted Screenplay for "Sling Blade," his story of a retarded man released from an asylum 20 years after killing his mother and her lover. The Arkansas-born writer-actor-director said, "Lord have mercy. This is a terrific honor."

Host Billy Crystal missed no opportunity to poke fun at Hollywood's major studios, whose films were notably absent from the major nominations. First he called the ceremony "Sundance by the sea," an allusion to the popular independent film festival run by Robert Redford. And he noted that the ceremony featured many new faces ("Really new faces -- who are you people?") and added that some had to show photo identification to get into the building.

A few films made by major studios did win Oscars, including "The Nutty Professor" (Universal), which took an award for Best Makeup, "Independence Day" (Twentieth Century Fox), which won for visual effects, and "The Ghost and the Darkness" (Paramount), which won for sound effects editing.

Best Documentary went to Leon Gast and David Sonenberg for "When We Were Kings," a film about boxing champion Muhammad Ali, featuring long-stored footage of the athlete from the height of his career. The audience gave Ali, who attended the ceremony, a standing ovation.

Best Foreign Film went to the Czech "Kolya," the poignant story of a cynical Czech musician forced to take up the care of an abandoned Russian boy.

Jessica Yu, who won the Oscar for best documentary short subject for "Breathing Lessons: The Life and Work of Mark O'Brien," quipped, "You know you're entering new territory when your outfit costs more than your film."

In a year when so many low-budget, independently made films were nominated, the torrent of movie stars who normally sweep down the red carpet on their way into the Shrine Auditorium slowed to a trickle. Under these circumstances, Hollywood oldies like Anne Jeffreys, second-tier actors like David Spade and California Gov. Pete Wilson got the full treatment from paparazzi and television crews.

"Secrets & Lies" actress Brenda Blethyn, unknown to most of the fans in the bleachers, swept down the walkway in a pale yellow dress with a matching chiffon throw and a weighty diamond necklace borrowed from jeweler Harry Winston. Her black-clad co-star, Marianne Jean-Baptiste, looked terrified and said she was carrying a lucky $20 bill from her mother. Jean-Baptiste, virtually unknown even in her own home, Britain, said she was shocked to learn she'd been nominated as Best Supporting Actress and that when her agent called to tell her she asked, "Nominated for what?"

Rush said he was carrying a tiny figure of Daffy Duck, his good-luck charm for many years. Asked why, he replied, "As Chuck Jones said, 'Bugs Bunny is who we would like to be. Daffy Duck is who we really are.'" Thornton, who was also nominated for Best Actor for his critically acclaimed "Sling Blade," arrived wearing tiny sunglasses, a mini-goatee and a Western-style bow with his tuxedo. He also wore a blue ribbon for, he said, victims of the recent Arkansas tornado and, in good-ol'-boy overkill, held a "ZZ Top" baseball cap.

"Hustler" publisher Larry Flynt was supposed to be absent from the cavalcade of celebrities, but came -- resplendent in a black velvet tuxedo splattered with gold -- with Dennis Hopper. Columbia-TriStar, which made "The People vs. Larry Flynt," declined to invite him to the ceremony despite the film's numerous nominations; a small plane flew over the Shrine Auditorium with the trailer, "Columbia Studio Sucks, L. Flynt." A few protesters carried placards reading "Flynt is our hero" and "Honk for Larry."

No one had any trouble recognizing actress Andie MacDowell, dressed in a pine green Alberta Ferretti crochet dress that came straight off the fall '97 runway. And photographers went crazy for Tim Robbins and Susan Sarandon, who were dressed in what could best be described as new age formal wear. His tuxedo jacket wrapped across the body like a kimono and her pale green low-cut, velvet dress, which hung from her body from a single delicate strap, trailed on behind her, making her look like a mermaid who had emerged from the deep, dragging along a bit of shimmering algae.

"You're getting all of the cleavage shots you can, aren't you," quipped Robbins to a photographer. Sarandon did not seem to mind.

There were some colorful characters among those arriving at the ceremony. "Larry Flynt" actress Courtney Love, her hair a bleached blond pageboy, did a sinuous dance in a white Versace dress with a plunging neckline. Asked whether Flynt should have been invited, she said, "You know? I'm a Buddhist." Jenny McCarthy made cross-eyed faces at photographers. Attorney Daniel Petrocelli, of O.J. Simpson civil suit fame, came with his wife. Nominee James Woods came with his mother.

Among the most anticipated fashion arrivals was Kristin Scott Thomas, nominated for "The English Patient." The regal-looking actress skipped the usual designer suspects -- Giorgio Armani, Gianni Versace, Valentino -- and selected a sheer black floor-length gown with a pleated train and modified bustle from Paris designer Christian Lacroix. "The English Patient's" Binoche was magnificent in a burgundy velvet gown with a heavy, portrait collar by French designer Martine Sitbon.

Defying stories that she was not going to show up because she was in a snit about not being nominated for "The Mirror Has Two Faces," Barbra Streisand arrived to the vein-bulging shrieks of her fans.

"Shine" director Scott Hicks's family joined him at the ceremony, including son Jethro, 13, and stepson Scott Heysen, 29. "He's had five different names [for the film] over the years," said Jethro. "Let's see: 'Helfgott,' 'Shine,' 'Over the Moon.'" Now they talk about moving to America because of Hicks's newfound filmmaking stature.

While all invited guests are allowed to step onto the grand red carpeted walkway, only the true supernovas -- or the nominees -- are allowed to strut their stuff on the right side of the carpet, where they will be photographed, interviewed and can hear folks scream out: "Who made your dress?"

The ironic thing about this division is that quite often, some of Hollywood's biggest deals don't have familiar faces because they work behind the camera. So even as folks are wildly snapping the picture of, say, Hicks, they're muttering to anyone within earshot: "Who is that?"