Mencoder does a great job when it does work but I often get an error message that says "No audio encoder (-oac) selected. Select one or use -nosound. Use -oac help!" even though I have MP3 selected. I still get the message if I try nosound. I ususally just fiddle with the program til it works. I give a big extra star to this program because it's the only one I have found so far that can convert my EyeTV recorded movies into something smaller while still keeping the sound. =)