> I think he meant input codec is MPEG-2. Yes, the input files are MPEG-2, which was produced by the CCE encoder from analog TV. > If you think you have posterization and this is analog TV, > try denoise. > I like denoise3d but there is some tinkering that can be > done. It can > improve compression quality dramatically.? Like Eugen > said, you need to > use the same options on first and subsequent passes. What > resolution is > this? With 4Mbits and 720/480/576 you should get some > really good quality. Yes, I read the mencoder documentation, and it told me to use different options for the first and second pass. Look: http://www.mplayerhq.hu/DOCS/HTML/en/menc-feat-mpeg4.html The video resolution is 480x480 and the quality of the source MPEG2 is fine. I'd like to be able to maintain that quality when transcoding to MPEG-4. In fact, MPEG-4 is supposed to be much better than MPEG-2, so I was hoping to maintain the MPEG-2 quality at 50% of the bit rate.