LOS ANGELES — As a youth, Steven Spielberg says, he was ashamed to be a Jew.

Moving from Ohio to Arizona to California, the Spielbergs were often the only Jewish family in the neighborhood. "I was embarrassed, I was self-conscious, I was always aware I stood out because of my Jewishness," the director recalls. "In high school, I got smacked and kicked around. Two bloody noses. It was horrible." His family had direct ties to the Holocaust: relatives died in Poland and Ukraine.

Now, nearly 30 years later, at the age of 46, Mr. Spielberg has marked his own voyage as a Jew -- and as a film maker -- with "Schindler's List," his riskiest, most personal film. The director was offered the project a decade ago but admits that he was frightened of undertaking the Holocaust then. He wanted to wait, he said, until he got older. The film, which has already received some glowing early reviews, opens on Wednesday.

Based on Thomas Keneally's prize-winning 1982 book, the movie stars Liam Neeson as Oskar Schindler, an enterprising German-Catholic businessman, rogue and Nazi Party member who moved to Cracow after the German invasion of Poland. He earned a fortune on bribes and black-market deals. But as he began to absorb the horror surrounding him, Schindler built a factory-camp to protect his unpaid Jewish workers. By the war's end, Schindler -- who was by no means a saint -- had bartered his vast fortune to save the 297 Jewish women and 801 Jewish men reported to be on his list of workers. He died virtually penniless in 1974.

The book was given to Mr. Spielberg in 1982 by his early mentor, Sidney J. Sheinberg, president of MCA. It was Mr. Sheinberg who in the late 60's had seen Mr. Spielberg's first, short film, "Amblin," about two hitchhikers, and signed the director, then 20, to a contract.

"When I made the first deal with Steven," Mr. Sheinberg said, "it was because of the sensitivity of those characters and the relationships on the screen. People say, 'Gee, isn't he capable of only doing dinosaur sci-fi pictures or adventure yarns?' Well, the answer is no."

"Schindler's List" is like no other Spielberg movie -- and the director is so nervous about it that he has asked his family and staff not to tell him their reactions. Made almost entirely in black and white, documentary-style, at a length of more than three hours, "Schindler's" -- with a cast of thousands, and set in and around Cracow -- is the first major Hollywood film seeking to depict the enormity of the Holocaust. Perhaps its only parallels, in terms of scope and the enormity of the subject, are "The Sorrow and the Pity" and "Shoah" -- both epic documentaries about the Holocaust made by European directors.

Up until now, the Holocaust seemed a subject too harrowing and far too uncommercial for any studio to tackle. Only a director who has become the most successful film maker in history could get a studio, Universal, to spend even the relatively modest $23 million to tell the story of the genocide of Europe's Jews.

But why did a man who made his name and considerable fortune with frothy entertainments -- most recently "Jurassic Park," now approaching the $900 million mark worldwide -- decide to take on such a formidable subject?

His previous forays into serious material certainly could not have encouraged him. His 1985 film "The Color Purple," based on Alice Walker's book about the misfortunes of a black woman, was widely criticized as shallow; writing in The New York Times, Vincent Canby dismissed it as "insidiously entertaining."

The Timing: What's Now Left Except an Oscar?

Cynics in Hollywood -- and there are many -- believe that Mr. Spielberg makes films like "The Color Purple" and now "Schindler's List" primarily to take home an Oscar, a form of recognition that has thus far eluded him. (He did received the Academy's highest honor, the Irving G. Thalberg producer's award -- for his body of work -- in 1987.)

What better way to goad the Academy into giving Mr. Spielberg the coveted best picture or best director statuette, these cynics say, than to make a long, sober black-and-white film about the Holocaust?

The director denies this absolutely.

"I don't deal with that; it's not true," he said tightly. In interviews Mr. Spielberg is typically friendly, upfront and talkative, a smile fixed on his face as he answers questions. Discussing criticisms, however, his eyes narrow and he bites his lip. "There's nothing self-serving about what motivated me to bring 'Schindler's List' to the screen. I don't give any credibility to other people's cynicism."

Asked if he was hurt about not having won an Oscar previously, Mr. Spielberg said: "It hurt at first. When I didn't win for 'E. T.' I felt bad. But it's not been the Holy Grail in my life. I'm not bitter about it. It's not something I obsess about or dwell upon."

Nor does he admit to worrying about his popularity -- or lack thereof -- in Hollywood. The word in Hollywood is: What Steven wants, Steven gets. Some executives, who are understandably unwilling to speak for the record, say Mr. Spielberg is not especially popular, for several reasons. One is jealousy over his extraordinary success. Another is his reputation for sometimes being abrasive, hard-edged and demanding, and perhaps still too interested in money despite his enormous wealth.

Mr. Spielberg shakes his head at such criticisms. "I don't feel the jealousy, I don't feel the envy, only when I hear about it. I have a feeling that the people who say these things about me are the ones who see me socially and drink my Evian water with me and call themselves my friends," he said with a wan smile. "But that's Hollywood."

The Balance: Seeking a Model for the Hero

Ask why he chose to bring "Schindler's List" to the screen, and he will say that while it represents what he sees as his "roots," "I wasn't seeking out Jewish material."

"What appealed to me about the book was that it was so factual, so detached. It was the detached look at the Holocaust that didn't try to eke out an emotional cry from me."

He is perched on the edge of a chair, sipping black coffee near a fireplace in his meticulous, cedar-beamed office at Amblin Entertainment, a mini-studio on the Universal lot. His office is decorated Southwestern-style, replete with Indian blankets.

"It was a dry, dry book," he said of "Schindler's List." "I thought if I could take the approach with a motion picture, I could present it almost like a series of events and facts and dates. And the emotionality would be much stronger."

Mr. Spielberg said of Oskar Schindler: "He changed from a great Gatsby to a great rescuer, and it fascinated me. He was like an agent, like a Michael Ovitz, on top of the mountain pulling strings in every fiefdom down below. And one of my role models for Schindler was Steve Ross."

Steven J. Ross, the chairman of Time Warner who died last Dec. 20, was another father figure for Mr. Spielberg, who dedicated the movie to him. The director even showed Liam Neeson home movies of Mr. Ross, so the actor could study his gestures.

"I always told Steve that if he was 15 years younger, I'd cast him as Schindler," Mr. Spielberg said. "He had the generosity of Schindler. He took more pleasure in watching other people enjoy their lives than he took in enjoying his own life."

What frightens Mr. Spielberg is that the sometimes harsh criticisms leveled against him over the years would be repeated with "Schindler's List." He's fully aware of objections to his work -- that his characters are often one-dimensional, that he manipulates sentiment, that he's a master of cliches, that he has a child's-eye view of the world.

His fear, he says, is that "Schindler's List" will be perceived as somehow trivializing the Holocaust, as diminishing the horror of what happened by turning it into a conventional Hollywood movie. Yet he did not want to make a film so graphic that audiences would avert their eyes from the screen.

The Personal Fatherhood and Mortality

The decision to make the film came at a point in Mr. Spielberg's life when being Jewish has taken on more of a personal focus. The fact that Mr. Spielberg now finds himself the father of five children has, he said, deepened his sense of mortality and religion.

He was formerly married to Amy Irving, with whom he has a son, Max, who is 8. The two of them share custody. In the fall of 1991 he married Kate Capshaw, with whom he has two children, Sawyer, 21 months, and a daughter Sasha, 3 1/2 years old. Theo, a 5-year-old black child -- part of what Mr. Spielberg calls his "rainbow coalition" -- was adopted by his wife before they married; Mr. Spielberg has since adopted Theo also. Jessica, 17, is his wife's child from a former marriage.

"I'm getting older, maybe that's the most honest way to put it," said the film maker. "When my children were born, I made the choice I wanted them to be raised as Jews and to have a Jewish education."

Ms. Capshaw recently converted from Episcopalianism to Judaism after more than a year of study with an Orthodox rabbi. "Kate was sharing with me what she was learning, and I was learning from a shiksa goddess," he said with a laugh.

The doorways of his home and offices are now adorned with mezuzas (tiny Jewish prayer scrolls). He has a separate kosher kitchen in the basement of his Los Angeles home for his mother, Leah Adler, who cooks holiday meals there. Mrs. Adler and her second husband, Bernie Adler, own a kosher dairy restaurant called The Milky Way on Pico Boulevard.

In the Beginning: Hearing Stories From the Holocaust

Mr. Spielberg's father, Arnold, who lives in Northern California, was an electrical engineer, part of a team that designed the first computers. In the late 1950's and early 1960's, the family moved from Cincinnati to Haddonfield, N.J., to Scottsdale, Ariz., to a suburb of San Jose, Calif. "We were not totally accepted," Mrs. Adler said. "We were always on the periphery. Part of it was probably my fault. I didn't want to live in Jewish neighborhoods. I think I just wanted to live my life without having to account to anyone."

She was a concert pianist, and, according to her, the family was always considered strange. "I'd be playing the piano, Steven would be making films in the backyard. Of course, he wasn't Steven Spielberg then." She recalled that her son was "not terribly gregarious, not a fabulous student, but he always saw things differently than anybody else."

Steven was the oldest of four children; his oldest sister, Anne Spielberg, is a screenwriter with a credit on the hit movie "Big." "It was Steven and the three girls and me," Mrs. Adler remembered. "I actually think we were quite happy. My kids and I were like a gang. It was like four little children and this five-foot mother, and we'd all run around together."

Mr. Spielberg recalled other things. "When I was very young, I remember my mother telling me about a friend of hers in Germany, a pianist who played a symphony that wasn't permitted, and the Germans came up on stage and broke every finger on her hands," he said. "I grew up with stories of Nazis breaking the fingers of Jews."

In Cincinnati, his grandmother taught English to Holocaust survivors. In an often-told story he related how he first learned his numbers from an Auschwitz survivor, a man who used the tattoo burned on his arm to teach the young boy.

"He would roll up his sleeves and say, 'This is a four, this is a seven, this is a two,' " said Mr. Spielberg. "It was my first concept of numbers. He would always say, 'I have a magic trick.' He pointed to a six. And then he crooked his elbow and said, 'Now it's a nine.' "

In sixth grade the class viewed a documentary called "The Twisted Cross." "It was the first time I had actually seen images of the Holocaust," Mr. Spielberg said. "I had never seen a dead body before. It was almost impossible to look at.

"In a strange way my life has always come back to images surrounding the Holocaust. The Holocaust had been part of my life, just based on what my parents would say at the dinner table. We lost cousins, aunts, uncles."

It was Steven's father who lost relatives in the Holocaust. But it was his mother who repeated the stories told by Holocaust survivors, who were students of his grandmother. "Each person there had a history," Mrs. Adler said. "I'm sure it affected Steven. I remember one woman's story. The Nazis wanted her ring. She couldn't get it off. They were about to cut her finger off, but the ring suddenly fell off on its own. I guess it was her panic. It just freaked me."

As the only Jewish boy in the neighborhood, Mr. Spielberg recalled "the embarrassment and self-consciousness of having the darkest house on the block during Christmas." But his worst experience was at Saratoga High School, near San Jose. He was a senior, and his parents had just divorced.

"I got smacked and kicked to the ground during P.E., in the locker room, in the showers," he said. "Pennies were thrown at me in the study hall in a very quiet room of 100 students. People coughed the word 'Jew' in their hand as they passed me in the hallway. We couldn't stop it. So my mom picked me up in her car every day after school and took me home."

Celebrating a German: A Good Man in a Very Bad Time

With "Schindler's List," as with "The Color Purple" and later "Empire of the Sun," about a boy's wartime experiences in China, Mr. Spielberg is attempting to leave behind white-bread types and the suburbs of his youth. Mr. Keneally as well as Kurt Luedtke, who won an Academy Award for writing the screenplay for "Out of Africa," struggled for several years to adapt the book. Steven Zaillian, who wrote the screenplay for "Awakenings" and recently wrote and directed "Searching for Bobby Fischer," was commissioned to write a version. It was this screenplay that led Mr. Spielberg to make the movie.

"I wanted to focus on Schindler, and Schindler alone, and imagine events almost entirely through his eyes," Mr. Zaillian said. Although Mr. Spielberg frequently reached beyond beyond Schindler to describe the lives of people like Itzhak Stern (played by Ben Kingsley), a Jewish accountant in Schindler's factory, the film generally stayed within the boundaries of the Schindler story.

Virtually every major movie star wanted to play Schindler -- including Kevin Costner and Mel Gibson -- but Mr. Spielberg finally selected Mr. Neeson after he saw the Irish actor on Broadway last December as a loutish sailor in "Anna Christie."

"Liam was the closest in my experience of what Schindler was like," said Mr. Spielberg. "His charm, the way women love him, his strength. He actually looks a little bit like Schindler, the same height" -- both 6-foot-4 -- "although Schindler was a rotund man. If I had made the movie in 1964, I would have cast Gert Frobe, the late German actor. That's what he looked like."

Before filming began, the director spelled out his approach to Mr. Neeson, who veers between leading man and character roles. "Before we started," Mr. Neeson said, "Steven said, 'There's going to be no Spielberg bag of tricks here.' He threw away all his cinematic conditioning. He got rid of all the colors he has amassed over the last 20 years and painted his canvas totally white."

Mr. Neeson cited one scene in which Schindler stands on a balcony with the savage S.S. Commandant, Amon Goeth (played by Ralph Fiennes) to barter Jewish lives.

"Steven kept wondering how to shoot it and finally said he was going to do the opposite of what you'd expect," said Mr. Neeson. "He placed the camera inside the house, while we were outside, and sometimes we'd walk in and out of the frame. It was very brave and quite a genius thing to do. He kind of threw away the scene, but by doing so made it much more important."

Mr. Spielberg recalled that "when we were making 'Schindler,' Liam came up to me one day and asked me if I could ever make another Indiana Jones movie where the Nazis are cartoon villains. I said, 'Never, never.' Right now I can't conceive of anything that's simply entertainment."

The Bottom Line: The Question Is, Will It Be a Hit?

No matter how well the film does -- and it is debatable whether audiences, especially during the holidays, will flock to see a film on such a horrific subject -- "Schindler's List" will certainly not turn into another Spielbergian gold mine. Mr. Spielberg has made the two top-grossing films of all time, last summer's "Jurassic Park" and the 1982 movie "E. T., the Extra-Terrestrial."

His 30 films over 25 years include phenomenal successes such as "Jaws," "Close Encounters of the Third Kind" and, with George Lukas, the Indiana Jones trilogy. In September, Forbes magazine listed him as the second richest person in the entertainment industry (Oprah Winfrey was first), with an estimated income this year of $42 million.

Universal officials are almost embarrassed to talk about the commercial possibilities for "Schindler's List." Thomas P. Pollock, chairman of the MCA Motion Picture Group, said, only half-kiddingly, "I feel like Sam Goldwyn who said, 'This is such an important film, I don't care if we ever make any money so long as every man, woman and child in the country sees it.' "