Ok I been trying to encode a VCD to MPEG-2 with Xilisoft Video Converter. Also happens when i try to convert a avi file to mpeg 2 too. I checked Tivo's web site at: http://customersupport.tivo.com/knowbase/root/public/tv251080.htm? And I'm using the following settings: Video: Video Codec: mpeg2video Standard: NTSC Video size: 320x240 (also tried 352x240 and 720 x 480) Bit rate: 2000 (also tried 4000 and 6000) Frame rate: 29.97 I left all the other settings alone. Tivo saiys can't transfer the file because file can't be found. Any suggestions?