HOW TO MAKE AN AMERICAN QUILT (1995) ** 3/4.

Check the still partial cast list above. For an "intimate" movie this catalogue looks as though Cecil B. DeMille directed.

It's all the more surprising as this is the second feature by young Australian filmmaker Jocelyn Moorhouse. Her debut, "Proof," (Australia, 1991) was about a blind photographer, a first-rate film, offbeat and prize-winning. It had three and a half characters.

When it was screened at Cannes to much applause, Moorhouse stood there, with stars in her eyes, accepting compliments with near-disbelief and saying "I was a student a couple of years ago, an now this!" Yes, Virginia, there are some endearing movie people--not many.

Since then Moorhouse produced her husband's very good "Muriel's Wedding." So I had great hopes for "Quilt" though aware that second films seldom keep up with first triumphs. "Quilt" is OK, though somewhat cumbersome and lacking the fascination of "Proof."

It opens with narrator Finn (Winona Ryder) reminiscing about her childhood's wonders before her grandma's quilting bee. Cut to the present. Now 26, Finn, University of California-Berkeley student lives with carpenter Sam (Dermot Mulroney) who just proposed to her. She is in the throes of a Berkeley Master's thesis, after starting and stopping two earlier ones on other subjects. The current study is on "The Rituals Of Women's Handiwork In Tribal Cultures."

Anxious to finish and to think over Sam's proposal, Finn goes to spend the summer at grandma Burstyn's big house in a small town. Great aunt Bancroft lives there too. Those ladies, plus others, are making a collective quilt on the theme of love. This will be for Finn, who learns a great deal about the women involved in the project, and who is influenced, both for better and worse, by their stories.

The quilting circle is led by imperious master quilter Maya Angelou. It also includes local friends Nelligan, Simmons ,Smith, and Woodard. The latter is Angelou's "sophisticated." Finn is impressed: "She's lived in Europe! She speaks French!."

The movie is itself like a quilt, with its different but interconnected and interrelated characters their and personal stories and histories. Those are tales of woe generally, of problems these women had with their men.

Without letting too many cats out of the bag, there's adultery that involves relatives; a romantic tryst that leads to a dull marriage and to a husband who leaves for good; a pathologically unfaithful husband (says the wife "I put up with it because he was an artist"); a woman who loved her late husband but did cheat on him; a beautiful black maid who had a child by the white son of the house in days of inequality; a woman of many adventures who had a micro-brief, platonic encounter abroad with the man who would stay forever in her heart; the visit of Finn's still young mother (Capshaw) who is remarrying her former husband after having messied up Finn's life for years.

There are many sad moments along with a few humorous bits, but instead of rancor or moralizing there is tolerance and forgiving, which is a good thing. We also get nice period reconstructions (from the 19th century to late1940s and beyond) with amusing references to earlier days, especially to the hippie era that was once the heyday of some of the women.

Finn was ever unsure of who she was. Now she becomes affected by all those tales. She has a fling with a hunk, Leon, and reacts antagonistically for a while to Sam. It's well done.

The cleverest thing is the persistent quilt motif, whether symbolic or almost literal, as in pieces of pottery broken by a furious, cheated wife who later makes a mural (a quilt variant) with them. The same woman has now a tolerant friendship-armistice with her husband's widowed lover. And unlike the women in "Moonlight and Valentino," no one is a ninny or a kook.

The acting is solid, from upbeat and energetic (Bancroft, Burstyn) to quietly and pathetically reactive (Smith, Simmons, Nelligan) to appropriately effaced (Ryder). Angelou spins the best yarn perhaps.

The Polish cinematographer Janusz Kaminski (Oscar for "Schindler's List") seems to bring an un-Hollywoodian reticence to glamorizing the senior ladies (all officially in their mid-to-late 60s) but he makes their younger counterparts look radiant. The job of aging gradually Samantha Mathis (the younger Lois Smith) is remarkable.

But too much is too much. The small town sounds at times like Peyton Place West. The rigor of "Proof" is missing. The flashbacks are clear yet it is a bit hard to keep track of the actresses' younger versions, especially as these seldom look like the older stars. Woodard's anecdote seems improbable and tacked on. The score is much too generically heavy-lush-sentimental. (Why don't films use more classical music as they do in Europe?)

Near the end, the hurricane-force wind that sends the pages of Finn's thesis flying all (and mostly put back together as another quilt) over is an artificial gimmick. At the very end, the follow-the-blackbird sequence is ridiculous. But balancing pluses and minuses, the film is not uninteresting (though its characters are ordinary people) and Moorhouse has done a good job of navigating through the dedalus.