Thanks, for the help, I'll try those programs out. I wish I could encode at lossless rates, but my computer wouldn't be able to handle it. I'm not able to encode anything better than 320x240. Sucks, but I'll live. Unless there's any better way. Any ideas? This is using the ATI TV to capture video. I think I have Multimedia Center 7.0. If I use to high a rate, I wind up dropping 8 to 25% of the frames.