it did encode the sound.and i also did it myself in Headac3he and loaded it in.but i have just looked in bbmpg setting,s that is in tok extra,s in checked a box called,RUN IN BATCH MODE,it was previously unchecked.I did that as you said it should run in batch mode but the box was not checked.is this correct?and yes im still messing around with that Crappy AVI.its only a tester kind of thing at the moment.next i want to learn how to turn svcd or vcd into 1 cd.im just glad this is a friendly and helpfull site.THANK,S