I did some more controlled testing. Using only VirtualDub, I encoded a sample clip and then decoded it. To test the YUV conversions that were occurring inside the codecs, I set VirtualDub to output RGB24 to codecs during encoding, and to request RGB24 from codecs when decoding. The histogram shifting reappeared, in contrast to tests that directly encoded/decoded YV12 instead, where there was no shifting. Morgan MJPEG2K, X264, and Lagarith (YV12 mode) all had no histogram shifting. Xvid made all three RGB channels 1% darker or so. Ffdshow Mjpg made the Red channel 1% darker or so, the Blue channel a much smaller about darker, maybe 0.2%. To make sure this wasn't a 601/709 issue, I repeated the tests on a solid 50% gray frame. The same shifting still occurs. I iterated the procedure for Xvid and Ffdshow, and the shifting accumulates. Xvid frames get darker with each iteration. Ffdshow frames turn green/cyan. After five iterations, the differences are very clear to the naked eye. If anybody else cares to try these simple tests, I'd love to hear if they get similar results. Regards, A