I have tried different methods .. most of which I have found in these forums.

The Video : DivX Pro 5.0.3, Audio : Fraunhofer MPEG 3.

VirtualDub.
I get the "VBR Audio stream ..skewed audio error" when opening the AVI. Checked for errors ..NO errors.
Save the WAV file (Full Proc) then Encode with TMPGenc (with toolame) and the MPEG has Audio sync problems.

Then tried VirtualDub again. Opened Audio as WAV then used Direct Stream for V and A . selected FrameRate to get V and A to match, saved the new AVI encoded with TMPGenc.. same sync problem.

Back to Virtualdub. tried changing Audio Interleaving Audio skew to match + changing framerate to get a new syched AVI - Great, but when encoded -- you guessed Out of Sync again.

VirtualDub MP3 Freeze
Tried to save WAV (FullProc mode) using Virtualdub MP3 Freeze -- get an ACM decode error.

Tried to save the WAV with Goldwave and encode ...out of Sync

btw : the original AVI in Media Player is fine.

What can I try next ? Anyone Plz.