What software are you converting with? Did you check the settings on this conversion. Most software has separate settings for mpeg2 and dvd quality. Of course they are very similar, but choosing dvd usually is about the best quality you can hope for. Is the AVI straight from a camcorder? Also consider that if you are capturing to mpeg2 in real time, this can result in dropped frames, and poor quality, sometimes due to speed of connection, speed of pc, and software. Hope this helps.