i have the same problem, i get out of sync audio after using tmpgenc to convert to mpeg. I know the problem with me has to do with the fact that the avi's used compressed audio, but evertime i try to decompress it (i have tried using virtualdub and the decompressor that comes with avi2vcd) the new avi file goes out of sync. i have read through forums/sites and i have seen plenty of questions on out of sync mpegs, and i keep hearing that the audio in the avi needs to be decompressed, but im having a problem getting the decompressed avi to run in sync itself, the avi starts out fine, but as the movie goes on it gets more and more out of sync. I think the problem has to do with some screwed up codecs i have, especially since when i ran virtualdub for the first time it gave me a warning and a list of hacked codecs on my system: 1)Divx Low motion/fast motion Mircrosfoft mpeg-4 v3 video 2)divx audio: microsoft windoes media audio 3)"Radium" MP3: Fraunhofer-IIs mpeg layer III audio dunt know how i got these codecs but would like any help in figuring out how to get them off and any other additional help in getting decompressed avi files that dont go off sync. I'm a total n00b at this so bare with me and thanks for any help.