Thanks for all the replies. I have AVI that are larger than 2 Gig and CCE read it correctly, but its when CCE is writing a .mpv or mpg that is greater that 2 Gb is when it crashes. The error is (avisynth error cannot write to disk) I encoded the same avi twice: 1) Multi pass AVE 4,000 Min 1,000 Max 6,000 with 3 pass. The dialog box showed most of the time 5.6mbps during the writing of the .vaf and when the sum came to 2Gb the eror message came on, the .vaf file was about 2,210 Kb. 2) Set MBR Q=80 Min 0 Max 3000. writing the .mpv showed 2.7mbps the file never eceeded 2 Gb, finished without errors.