Some things I tried to avoid blocks esp. during high motion scenes: - for 2pass 2nd pass try lower values for max. overflow improvement/degradation, but be aware that this might lead to unpredictable filesize - try mpeg matrix. I know that h.263 is recommended for low bitrates, but even with 1pass @ quant. 2 and default settings, h.263 produces blocking artifacts (Dreamworks trailer, panning through the clouds) - try newer version of XviD Hope this helps