After demuxing, and converting the MP2 to AC3 with Besweet, I get a severe volume related static. All hi volume sounds have bursts of noise, don't know if this is called clipping?

Same audio converted to WAV and then to AC-3 plays fine. Unfortunately, I have already deleted several of the original MPG files and have only the AC-3. I can minimize the static with GoldWave filters but it is still objectionable.

Any ideas on what went wrong, and more importantly how to fix the existing AC3 files?

These were all Band of Brothers captures from cable, recorded at 48 K audio. I have done some MP2 to AC3 conversions previously, some have worked, others have shown same problem. WAV method works OK, with one more step, so I am less concerned with the WHY than how to recover the audio, if possible.