Ok- I thought before I get to the problems it might help for me to list the equipment- capture card is a Lifeview 2000, sound card is a soundblaster audigy, processor is an Athalon 1900+, 512 ram, capturing to a HD with 160 free gb, 7200, 8mb cache. I'm capturing to HuyffUV. First problem- I can't capture with Virtual Dub. Or piratically any other capture app. The only two I've gotten to work are FLY2000 TV and the lifeview software that came with the card. Virtual Dub and other apps fail to capture any frames at all. It took quite a while to get Virtual Dub to recognize the capture card at all. I had to use the method described here: http://www.shdon.com/view.php?doc=vcfaq Second problem: I can't capture enough frames/ or at a steady frame rate. When capturing with the FLY 2000 TV at 640x480 the best frame rate I can get is around 13, although the processor never goes above 50%. At 320x240 it's about 28. When I do capture I can't encode, at least with Virtual Dub. I get an error when I try to save (source image format is not acceptable, error code -2). Anyone have any idea what's going on?