inputfile.avi should be your input file, outputfile.mp4 will be your output. When I tried that commandline, my middle-of-the-road computer encoded it at about 17fps, so it'll take longer than realtime to do the work. P that is really excellent. i read your email carefully, and worked with it and got some good results. however, the problem i am having is the original single color matte background in the original avi, is getting muxed with, and is not the original color i chosen. but it seems to compress it too much! if i can only compress the avi by a little, maybe i can reach my goal :) do you know what i can try to keep the colors straight? :)) -- Be Yourself @ mail.com! Choose From 200+ Email Addresses Get a Free Account at www.mail.com