Here's another freeware to convert AVI to MPG... AVItips.VideoLane.net - Downloads: AVI2VCD This is a continuation to the PPT to AVI article... http://avitips.videolane.net/modules.php?name=News&file=article&sid=2 Avi2vcd is an mpeg encoder with only one purpose: Encoding VideoCD 2.0 compliant mpeg streams. Avi2vcd can create all 3 valid VideoCD streams: FILM (23.976 fps), PAL (25 fps), and NTSC (29.97 fps). The horizontal resolution must be 768 pixels or less, the vertical resolution must be 576 pixels or less. Audio need not even be present, and if it is, can be stereo or mono, 8 or 16 bit, and any of the following sample rates: 8, 11.025, 12, 16, 22.05, 24, 32, 44.1, or 48 KHz. (as long as the audio is NOT compressed, if it is, use the utility "decompress.exe" included to convert to uncompressed audio first). If your source video is longer than can fit on one CD, than avi2vcd can split it into multiple .mpg's during encode. It can also shut your PC ...