To convert most formats, i recommend Tmpgenc (Tsunami Mpeg Encoder) but unfortunately, it's not free (but free on Overnet or Kaaza :P ). The VCD conversion you get is excellent. I'm not saying it's clearer, i'm saying it's clear as it should be. But you don't get that audio lag produced by most video converters when you playback on a VCD player. One con only... Conversion from 48khz to 44.1khz not ideal... If you want to do this, we're gonna have to open a long story.... seperate audio video? You can extract the audio using Cooledit, and the converting from 48khz to 44.1khz is sweet.. You wanna work with seperate video and audio? Try Adobe Premiere or Pinnacle Studio.