@Quantumstate: You're quite confused. Forget everything you know, and start from scratch. Please consider that neuron2 is quite an expert, and is well versed in the topics you're confused about, and your attitude is understandably frustrating to him, and probably others here :) We're willing to help, just relax! Let's figure out a few things first. I'll state what we know. 1) According to FFMPEG, Your input is an MPEG Transport Stream containing 720x480 (480p) MPEG-2 video, not 720p. 2) Your goal is to compress this to a smaller file / lower bitrate than the source. You're apparently okay with using the MKV container. Good choice! I don't use FFMPEG, so I'm not sure what the bitrate numbers mean. One says 15,000kbps (15mbps), and the other says 2984kbps. Please download DGIndex, and run the file through it so we can figure out the true bitrate. Simply drop the MPG into DGIndex and push F5. Let this process finish, and tell us what DGIndex reports the average bitrate to be. Then we can proceed further with determining a workflow to output your desired result - a smaller file (lower bitrate), with transparent quality to your source. Also, it might be helpful for us to see a stream sample. Please download DGSplit, load your file into it, and extract 25-50mb chunks. Wait until there are a few chunks done, then upload one of these chunks to a free file hosting service. I like Mediafire, but megaupload is fine too (lots of others, just no Rapidshare please) ~MiSfit