Currently, the most popular method of converting 24 frames per second (fps) film to 60 fields/s video is to repeat each odd-numbered frame for 3 fields and each even-numbered frame for 2 fields. This method is known as 3:2 pulldown and is an easy and Inexpensive way to perform 24 fps to 60 fields/s frame-rate conversion. However, the 3:2 pulldown introduces artifacts, which are especially visible when viewing on progressive displays and during slow-motion playback. We have developed a motion-compensated frame-rate conversion algorithm to reduce the 3:2 pulldown artifacts. By using frame-rate conversion with interpolation instead of field repetition, mean square error and blocking artifacts are reduced significantly. The techniques developed here can also be applied to the general frame-rate conversion problem.