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H264 footage converted to ProRes stuttery

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  • H264 footage converted to ProRes stuttery

    OK, So I am editing a sequence with two camera sources. Long files. 25 minutes each. A round table discussion.

    CAMERA 1 >
    1280 x 720
    AAC, H.264, MPEG-4 SDSM, MPEG-4 ODSM
    AVC, 44100 hz stereo
    FPS 59.94
    Data Rate 15.16 mbit/s

    CAMERA 2 >
    H.264 1280 x 720 (1248 x 702)
    Linear PCM, H.264
    FPS 23.98
    Data Rate 7.31 mbit/s

    So, I converted CAMERA 1 files via MPEG Streamclip to ProRes 422 which took FOREVER -- two days but they play back beautifully both in QT and FCP7
    CAMERA 2 files I also converted via MPEG Sreamclip to ProRes 422 and they STUTTER. It didn't take long to convert at all -- a few minutes. I then converted via Compressor and they also STUTTER.

    How come CAMERA 2 ProRes stutters?
    What should my sequence settings be?

    I have a MAC PRO 3.2 GHz Quad-Core Intel Xeon
    114 GB 1066 MHZ DDR3 ECC memory.

    Thanks anyone for your help!!