I know ffmpeg can't decode wmv3, but I found that mencoder can do it with the codec dll's. I've successfully compiled the latest non-CVS release with the codecs and was able to convert a wmv3 to flv. Unfortunately there are problems. The resulting flv file plays, but the sound cuts out after about 2 seconds while the video plays in fast foward. I'd like to figure out what the problem is. I tried the CVS version of MPlayer, but that didn't work too well at all. I think the latest release version works better. Here is the command I'm using: mencoder movie.wmv -o movie.flv -of lavf -ovc lavc -oac lavc -lavcopts vcodec=flv:vbitrate=250:autoaspect:mbd=2:mv0:trell:v4mv:cbp:last_pred=3: predia=2:dia=2:precmp=2:cmp=2:subcmp=2:preme=2:turbo:acodec=mp3: abitrate=56 -vf scale=320:240 -srate 22050 -af lavcresample=22050 -endpos 02:00 This works beautifully converting an mpg to flv, but it just refuses to produce a proper flv based on wmv3. I've tried a ton of combinations of these parameters with no luck. I've even tried to covert the wmv to an mpg, avi or mov. None of these worked at all. It would actually encode the file, but the resulting mpg or avi errored out in my players, so it basically produced a bad file. If I could convert to mpg then conver that to flv that would be fine. I just want to end up with an flv version of any wmv3 that's thrown at me. Any tips will be greatly appreciated! Thank you, - Scott