Well, as I understood it, the question was either Vegas Video or TMPGEnc Plus. Of course there are more options, e.g. more and more MPEG-2 freaks swear on the new Canopus Procoder using the mastering quality setting (which is very slow). @theReal: The MP2 encoder is spelled "tooLame" - just in case someone needs to search for it. @All: In case anybody needs to convert the sampling rate, e.g. to 44.1 kHz, SSRC is the tool of choice. Both SSRC and tooLame, can be used directly from TMPGEnc as external encoding tools (see Environmental settings). bb