In the Fall of 1974, having just moved to Bloomington, Indiana, I entered the composition studio of Bernhard Heiden to begin studies towards my master's in music composition at Indiana University. In part because no other student at the time was writing a woodwind quintet, I decided that my first work written under the tutelage of a well-known professional composer and teacher would be in this particular medium. The work progressed with some difficulty, as I had not at this point in my budding career as a composer found my compositional voice. Heiden himself gave me little guidance on the work as I was working on it. The only comment I can recall decades later from my erstwhile teacher was his saying about the third movement, "So many thirds!" The work did bring a new direction to my writing. Previously, I had written primarily quite tonal works, some in the styles of older composers. In this work, I sought to expand both my harmonic and rhythmic vocabulary, and the work is certainly the most complex I had written up until that time. In addition, the last movement was initially constructed along 12-tone lines, and there was an off-stage fortissimo tam-tam stroke near the end of the work that served primarily to send the audience into near-cardiac arrest. Given the less-than-enthusiastic reception at the work's premiere on my masters's recital on April 23, 1976, I rewrote the work around 1981, removing most of the dodecaphony, the tam-tam stroke and the excessive thirds that Heiden had objected to, making the work in the process about 25% shorter in duration. In this form, I decided that it was then good enough to put into my official catalog, where it remains as one of my earliest works therein. My primary structural device in the quintet is the germ cell of Dutch composer, Willem Pijper. Cells, including a three-note germ heard at the outset in the first movement, "spin out" the entire work, using much in the way of contrapuntal techniques throughtout. Neo-classical in feel, the work was a push for me towards my later style of "free tonality" that was the hallmark of many of my mature works after the mid-1980s. The work is cast in three movements in the usual fast-slow-fast arrangement, with the last two being played without pause. The dedicatee was a friend from junior high and high school, a talented bassoonist who went on to play in the National Ballet and San Francisco Symphony, and tragically claimed at the age of 50 by the HIV virus.