There are many options, but a good starting point, if you are new to MPEG 2 encoding and need a flexible and reliable encoder, is TMPGEnc. Bear in mind, though, that if you are using a DivX AVI as your source, then this is a very compressed source, so you will never improve upon, and probably rarely ever match, the quality of this source file in your re-encoded MPEG2 file. To get the best possible MPEG2 encode, you need to begin with an uncompressed (or only mildly compressed - e.g. DV, which is 5:1) source file so that your total compression artifacts are minimised. Arky ;o)