Steven Spielberg squirms so much in his chair that one half-expects him to bolt out the door with an "Excuse me, I've got another movie to make," or maybe "I've got to put another $200 million in the bank." He is the most successful filmmaker in history, after all.

But this particular chair is in a special place, a conference room in the basement of the U.S. Holocaust Memorial Museum, where Spielberg is to be guest of honor at a luncheon. And when the great director is asked about his new film, "Schindler's List," a wrenching and thrilling story about Jews and Nazis, he sits still, quite still, and his eyes cease their darting.

And he concedes that people had a right to be skeptical when they heard that the man who made "E.T." and "Jaws" was going to make a film about the Holocaust.

"I've always been the victim of my own success," Spielberg, 45, says matter-of-factly. "I have so many years of sort of the Good Housekeeping Seal of Approval stamped on my forehead. I sort of wear that the way the Jews wore the star, you know, and I'm proud of it; the Jews were proud to wear the star as well.

"But it's been detrimental in many ways -- simply getting taken seriously, or getting people to imagine that I might be able to tell a story that didn't fall prey to the tricks of the trade and the tools of the trade that I've been able to use to make for myself a career.

"When people first heard I was tackling the subject, even friends of mine were skeptical: 'Why do you want to make this movie?' 'Why don't you leave this to somebody who's made a lot of serious movies before and will be taken seriously?' 'Could your name be a detriment to it?' "

There was even official objection to Spielberg from the World Jewish Council, though more over the fact that he intended to shoot scenes at Auschwitz than that he was making a film. "I understood," he says. "I protested it for a while because they had not objected when a number of other films, including 'War and Remembrance,' were filmed there. I felt really used when that happened."

A judicious compromise allowed Spielberg to film outside the gates and still get authentic shots.

Spielberg says a few fellow directors -- "I won't tell you who they are" -- came to him and urged him to let them make the film so it would get more respect. Were they laughing at him behind his back or right there in front of him? It doesn't matter. They won't be laughing now.

The film, based on a novel by Thomas Keneally, is the story of Oskar Schindler, a cunning war profiteer who persuaded Nazi officials to let him use Jews as cheap labor in his factory, but who eventually and heroically saved more than 1,100 from the death camps. Somewhere along the way, Schindler's conscience conquered his greed. The film shows his transformation as gradual; there is no defining moment in which he makes the switch.

But "Schindler's List" may be a defining moment for Spielberg, a turning point in which he ascends to a higher plateau of filmmaking and takes the audience with him.

"The old Steven Spielberg would have loved a cathartic change to heighten the drama" in "Schindler's List," Spielberg says. "That would have been something in my repertory about five years ago, that I would have searched for, and found, the Rosetta stone, the Rosebud of the story, and made a big deal out of it."

What does he mean by "the old Steven Spielberg"?

"I just mean in my old days, and I'll probably go back to my old days soon. I would have had much more drama if I had made this picture when I first bought the book in '82. I would have looked for the drama instead of the reporting of the facts. I would have been looking more for the histrionics."

In other words, if the old Steven Spielberg had made the film, he might have proven all those skeptics correct.

"I think something told me I shouldn't make the picture when I bought the book. I still had so many stories of a positive nature I wanted to tell, movies that were life-affirming, and I didn't have this in me 11 years ago."

Making the film did not heighten Spielberg's Jewish consciousness, he says, because it had already been heightened by the births of his two children. "I was brought up Orthodox, even bar mitzvahed that way, but as my family moved away from back East, from New Jersey and Cincinnati, and we moved to Phoenix, Arizona, we became less than Orthodox. We became actually all the way over to non-kosher Reform. And then I fell out of it for a number of years, from like 1965 to 1985. I wasn't really a practicing Jew -- until the birth of my first child.

"Having my children reawakened all my Judaism, which is why I made the movie. The movie is the result of what I went through as a person. I think I'm prouder now of being a Jew than I ever was in my history. And my parents are probably prouder of me because of it. Especially my mother."

Yes, one can have all the money in the world -- and Spielberg could end up making $200 million from "Jurassic Park" alone -- but it is still of paramount importance to make your mother proud of you. Spielberg doesn't look young anymore, much of his hair having gone gray, his eyes deeper and more lined behind his glasses, but he is still the kid who's crazy about movies, a kid who has now grown up to make a movie that is likely to reach people in a profoundly emotional way.

If some despaired that Spielberg was making the film, others knew his name on the project virtually guaranteed it would get made. "Universal wouldn't say no to you," he is told, "if you said you wanted to film the telephone book."

"This was the telephone book, as far as Hollywood was concerned, for a long, long time," Spielberg says. He credits Universal chief Sid Scheinberg with encouraging him to make the film, indeed with sending him the book in the first place. "But there were other people at other studios saying, 'Look, the Holocaust is not even uncommercial, it's anti-commercial,' and, 'Why are we going to such extremes to spend money when it would be better spent on a museum or charitable contributions?'

"And that was just the kind of response that I think encouraged me to make the movie."

Was it an act of saying, in effect, "I'll show them"?

"No. Not in that sense. But 'I'll show the Nazis'; I felt a lot of that in my heart. I didn't want to prove anything to anybody except just to the memory of the Holocaust and the fact that it is an event where people continue to look the other way."

He has an unprintable adjective to describe the atmosphere on the set. The film was shot in and around Krakow, Poland. "No humor, somber every day, everybody, thank God, taking it very seriously," he recalls. "Every film company has natural comics in the crew, and the few we had never cracked a joke. I've never been on a movie where the mood was as heavy behind the scenes as it was in front of the cameras."

Yes, in Poland they know about "E.T." And about Steven Spielberg. "They have all seen 'E.T.,' and they all wanted my autograph." But what they did not seem to know about was the era being re-created in the film.

"I felt a kind of ignorance about the Holocaust from rank-and-file Poles. It's not taught in schools, not gossiped about. There was no curiosity about it. The curiosity was that we were bringing money to a bad economy. There was great curiosity about 'How can we be involved?' "

He was moved, however, by some of the reactions of those who were hired to work on the film. "I received so many apologies from Germans playing Nazis," Spielberg says. "I don't know any of them who didn't at one point in the filming come over to apologize to me for what happened: 'I'm sorry for what my father did, I'm sorry for what my grandfather did.'

" 'I'm sorry' was said so many times by young Germans playing Nazis in this movie. They even said it on tapes made for the casting. It was incredible the atonement that was going on just in the casting of this movie in Germany."

On the other hand: "We had hostility. Fights broke out. They were mainly from visiting German businessmen of World War II age, in their seventies, who came into the hotel and picked fights with some of my Jewish Israeli actors, just over their being Jews. We had several incidents where there were fistfights in the hotel."

Having made arguably the most moving film of the year is one thing, but Spielberg had already made the most successful film of the year. "To me, 'Jurassic Park' was like the sequel I never made to 'Jaws,' " he says. "To me, it was the Land Shark from 'Saturday Night Live,' and it was fun. All I really wanted to make was the modern-day Godzilla movie."

Will he leave the sequels of "Jurassic Park" to other directors? "Yes." He does not want to direct any of them? "No." We're assuming there will be at least one, a very safe assumption to make.

Although Spielberg has had phenomenal success in films, he still hasn't been able to make much of a splash on television. His "Amazing Stories" bombed big on NBC in the mid-'80s. He was a partner in the long-awaited, short-lived CBS cartoon show "Family Dog" this year. And now "seaQuest DSV," the oddly capitalized underwater series his company is producing for NBC, is sinking fast.

"The show has disappointed me," Spielberg flatly admits. "But the potential of the show and some of the scripts I'm now reading are wonderful. We just hope the audience will continue to give it a chance because some of the scripts coming up are terrific."

His own tastes in television viewing don't include much network fare, except for "Seinfeld" on NBC and "Cops" on Fox ("a strange combination," he concedes). Most of what he watches is on public TV or cable.

"I love 'Mystery Science Theater 3000' " on Comedy Central, Spielberg says. "I watch it with my kids. I watch everything produced on 'NOVA,' everything on the Discovery Channel. Our sets are tuned to A&E, Bravo and the Discovery Channel, and CNN.

"I don't even know why I'm in the television business. I don't watch network television, so why am I even in the business? I guess I still feel a debt because I started in the business. TV gave me my break." In 1969, when Spielberg was 21, Rod Serling hired him to direct one segment of the pilot episode of "Night Gallery." It starred Joan Crawford, who reportedly tried to get Spielberg thrown off the show because of his youth.

Serling believed in him. Seems to have seen a spark of talent there.

Not all of Spielberg's TV ventures have tanked. "I'm very proud of the animation. We do 'Animaniacs' and 'Tiny Toon Adventures' on the daytime," Spielberg says. These are syndicated cartoons that are indeed big hits with kids. "But I've never done anything really show-worthy at night, and I just feel like I'm going to stick with it until something good comes out of my company, and then I'll quit."

Apparently the Old Steven Spielberg and the New Steven Spielberg will coexist; the latter has not banished the former. But Spielberg says he does see himself making more personal films. He says he would like to try filming a story by his sister Ann about how they resolved their own "intense sibling rivalry" when they both reached 40.

Spielberg is asked how he would react to a comment like this: Here is a man with such a gift for filmmaking and storytelling, and he wastes it on a piece of crap like "Hook" (except the interviewer didn't have the nerve to use the word crap). He doesn't seem to resent that at all.

"I would think that was a brilliant criticism," he says. "I would subscribe to that theory, in a way. I see so many movies that I wish I had made that are serious adult films. ... When I really began to admit to myself that I could have made a movie like 'Silence of the Lambs,' I asked myself the next question, which was, 'Why haven't I, and what's keeping me from it?'

"And I keep thinking that what keeps me from it is this sort of urge to entertain, urge to fill theaters, urge to get people clapping and laughing when I want them to, when I expect them to, when I plan for it. And when it pays off, I feel great. And I've had a lot of that in my life, and it's almost like prefabricated housing. I got to the point where I was just doing prefabricated housing."

Got to that point when? "Before I made 'Hook,' I got to that point. I swear I got to that point before I made 'Hook'! It's not like I made 'Hook,' read the reviews and said, 'Oh, I get it now.' I knew what I was doing before I got into 'Hook.' "

The Oscar thing is a delicate issue. No, he has never won for Best Director, but neither did Alfred Hitchcock. "Hitchcock never won, but Hitchcock never complained. So, I'd like to be like Hitchcock," Spielberg says with something that might pass for a grin, albeit a pained one. But he'd like to win the Oscar, right? "Well, who wouldn't? But I'm certainly not in the business of chasing one. If it finds me someday, even in an honorary way, that's fine. If it never finds me -- it wasn't bad for Hitchcock, I don't think it would be bad for me."

Guests mill outside the conference room, pressing in to see the famous director, waiting for him to join them for lunch. Scheinberg is there, MCA chief Lew Wasserman, tall and white-haired and impeccably tanned, is there, and many of the actors from "Schindler's List" are there too. Spielberg may or may not get his Oscar for directing the picture, but the film seems so deeply heartfelt and so important that all the usual movie hype about Oscars and reviews and box office grosses tends only to insult it.

Besides, Steven, you've already won the biggest prize of all: Your mother is proud of you. And she's not the only one.