There have been quite a few threads about this kind of thing recently you may want to review some of them. Best quality is a VP6 based converter such as Flix On2, but its not even remotely cheap. For best quality multi pass encoding is always best. If you don't want to pay, and whatever you want to play it on can handle H.264 find a converter with a good x264 implemetation, x264 is a great (and actually one of the best) implementation of the H.264 codec. However good quality doesnt always come from the converter, the source file has to be good quality as well, after all you cant polish a turd. Jen