H.264 encoder (in cs3) produces really bad aliasing from AVI MJpeg source

I have many 640x480 mjpg avi files from a Canon Powershot camera that I put in a 640x360 project.  I keep the vids at 100% scale and just leave them cropped top and bottom.
What I find interesting is that when I encode my project out using h.264 (keeping the same 640x360, square pixels, ridiculously high bitrates, etc etc) I great really terrible aliasing.  If I use MPEG2 (with basically the same settings, though obviously much lower bitrate), it looks fantastic and quite similar to my original videos.
Can anyone enlighten me as to why this is?  Is there some secret setting in h.264 that I'm missing?
My project settings are:
Timebase: 30.00 frames/second
Frame size: 640x360
Pixel Aspect Ratio: Square Pixels (1.0
Fields: No Fields (Progressive Scan)
The AVI files show these properties in Premiere:
Type: AVI Movie
File Size: 50.4 MB
Image Size: 640 x 480
Pixel Depth: 640
Frame Rate: 30.00
Source Audio Format: 11024 Hz - 8 bit - Mono
Project Audio Format: 48000 Hz - 32 bit floating point - Mono
Total Duration: 00:00:28:05
Average Data Rate: 1.8 MB / second
Pixel Aspect Ratio: 1.0

John T Smith wrote:
>Tell me something that helps me for free
I like free as much as the next guy... but it seems, from some of the attitudes I've read in various forums, that some people feel "entitled" to free software
A few Billion ticks of the computer clock ago, I wrote a specialty database application (dBase III compiled by Clipper... way back pre-history in Dos days) and cast it out upon the Shareware waters
As a bonus for registering, I had a version with additional reports... and was amazed at the GALL of people who would write in wanting more reports... and who had never sent in a registration fee
I finally gave up on Shareware... but I'm still amazed at people who want something for nothing
I had to chuckle at the email I received this morning... see below
Hunt has been around a long time, and we've given advice in the same message many times, so I'm sure he knew that I was simply adding a comment to what he said about being wary about giving software advice
But... someone seems to be upset by me saying some people have an "attitude" about wanting free software
"Hello,
Though the content you posted was reported for abuse, it has been approved by our moderators:"

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