Hey Paul, how about free? Someone a few months ago posted a link to a free AVI to MPEG1/MPEG2 converter. It also has an option for Video CD (never tried it). It works great and I use it all the time. It might be available here: http://www.mnsi.net/~jschlic1 ....a URL in the readme.txt. If you can't get it, send me an emil at: krel@infi.net ...and I can send it to you (it's small). Krel