I think SoftEncode is the best program out there for AC3 encoding, but make sure you set the smapling rate to the kz (I'll get the right one when I find it) CoolEdit is an awesome program for editing audio, changing sampling rate, adding effects, and converting IMO. It's really easy to use and works the best for this type of thing. I made the music for my first-play DVD logo's using this. CoolEdit and Soft Encode are great ! Though Soft Encode makes the volume kinda low.... but I probably can fix that I just haven't tried.