The problem I'm experiencing is that the vbitrate which SHOULD give me a 700MB file is giving me a 586MB file instead. I've searched the archives (as well as Google), but get tons of unrelated results. I'm using a 2-pass method, which is really just the three-pass method described in the docs, without the final (3rd) pass. (no point in a third-pass when I know the size is wrong in the second-pass) The commmands for each pass (verbatim) and some extra information follows: Pass-1: mencoder -alang en -dvd 4 -lameopts q=9:mode=1 -lavcopts vcodec=mpeg4:vbitrate=1000000:vhq -oac mp3lame -vop crop=718:432:0:24 -ovc frameno -o frameno.avi Which gives me a nice audio file: 145M frameno.avi And the final message: __ Writing AVI index... Fixup AVI header... Recommended video bitrate for 650MB CD: 479 Recommended video bitrate for 700MB CD: 526 Recommended video bitrate for 800MB CD: 621 Video stream: 0.766 kbit/s (95 bps) size: 846164 bytes 8834.664 secs 211541 frames Audio stream: 123.371 kbit/s (15421 bps) size: 136250256 bytes 8835.168 secs __ Pass-2: mencoder -alang en -dvd 1 -lameopts q=9:mode=1 -lavcopts vcodec=mpeg4:vbitrate=526:vhq -oac copy -vop crop=718:432:0:24 -ovc lavc -o Apocalypse\ Now.avi And I have a file that is far too-small: 586M Apocalypse Now.avi The entire, gzip'ed output of each of the passes (in case that output will be useful to anyone) is available here: http://geocities.com/ryancooley/mplayer/bitrate-problem/ (I realize I included unnecessary information in the command-lines, but it's just easier that way. Doing it without the extra info doesn't change a thing.) I'm using MPlayer 0.90pre6-2.95.3 on OpenBSD 3.2, but I saw the EXACT same behavior with 0.90pre8 on FreeBSD 4.7. In addition, it isn't just the "-vo frameno" bitrate that is incorrect... all the bitrate calculators out there give similar values, which result in the same problem. I *really* appreciate any help, as not being able to accurately estimate the best bitrate wastes countless ammounts of time and energy (for both myself and my system).