I tried TMPGenc, but there was some reason I wasn't happy with it. I've lost track of why. I think I was getting the stutter or it wasn't letting me go to a 24p format. I've converted several before, but never with trying to fix the speedup. My first version looked great. Tell you what, I'll PM you my address and you can send me a converted Mpg and I'll plug it rigth into my project. My menus are all done.