OK.. here's my problem.. I'm trying to convert your standard 45 min (or so) TV episode from xvid (approx 350mb): Resolution....: 624x352 Video Codec...: XVID Video Bitrate.: 915kbps Video Bitrate.: 146 VBR kbps ..to a semi-standard mkv compression (approx 150mb): Resolution....: 624x352 Video Codec...: Matroska Video Bitrate.: 445kbps FYI.. these are episodes of a series which is normally available on our cable subscription but my 86 yo mother can't stay up late enough to watch. So I normally download them in a standard 350 meg file and now I'm trying to make them smaller for archive purposes. For the last 3 seasons I was able to get 150 meg (per episode) mkv files but only at the end of the season. They are all very good quality and I believe they are not done by any "group" per se. This year I'd like to try and do the conversion myself. So.. Being lazy and thinking there might be a lazy way out I tried several of the "one click" type of programs but the results were disastrous and nothing that could even be watched in any "everyday" media player app.. much less converted back to a DVD. So my next step was DVDFab, which has always served me well in the past. It's not totally automatic and allows for some variables to be set manually. I set the settings for mkv and load the avi file. I'm taking the resolution settings from the other past mkvs I collected done by someone else. Then I tell DVDFab to set file size to about 150 megs. The resultant mkv DOES have the approximate video vbr of the originals so I'm assuming that the settings are OK. The conversion plays fine except that every once in a while the video displays what I can best describe as pixelization or tearing: I know somebody will probably instantly know what the problem is.. but I'm relatively new to video conversion. I also realize that the videos I acquired from past seasons were probably done semi-professionally by someone who knows what they're doing and use several different utilities together rather than something like DVDFab. I'm just looking for a semi-quick method that will yield a watchable file. If it's a matter of original file quality I COULD use the standard 1Gb mkv files that usually get circulated and then convert to smaller as well. Thanks to all for your time and attention.