Trying to run Max Payne (the original game from 2001) on Windows 7 64-bit, there is a serious problem with the game sounds - no music, many effects missing, stuttering, slowdowns etc.

Looking online I was able to find this guide for fixing it on Windows Vista (which probably applies to 7 as well), but I can no longer find some of the files mentioned - specifically, I could not find the rasmaker.exe. I'm using Max Payne installed via Steam.

Does anyone know of a more modern guide or fix, or alternatively can point me to where I can find the relevant file(s)?


There's an up-to-date explanation on how to fix it on the Steam forums. If, for some reason, it becomes inaccessible, see my explanation below on how to fix it.

Still doesn't work? Here's how to fix it. Most credits go to some fellow nicknamed Darkje - thanks Darkje! I Prepared a single zip to speed up the process.

Short Method

  1. Download the following zip: maxpaynesoundfix.zip.
  2. Extract it into the Max Payne installation folder (with Steam it should be <base Steam folder>\steamapps\common\max payne).
  3. Double-click the MaxBatch.bat file, wait until it's done. Some warnings may appear - ignore them.
  4. Play the game!

If you can't download the zip for some reason, you can take the long method instead.

Long Method

Step 1: get SoX

You need a distribution of SoX, a utility that can convert sound files from one format to another. Here's a direct link to the download page - just download the file ending with win32.zip. For future reference, the version that worked for me was 14.3.1.

Extract the downloaded zip somewhere, then copy the following files into the Max Payne folder (as specified above in the short method):


Step 2: get RASMaker

RASMaker is a 3D-Realms tool used for extracting the .ras files that contain all the game resources, including the sounds. You can download it as a part of the "MAX-FX Tools" package, which I was able to find on the levels4you site. Unfortunately, the site requires registration to download files - plus, you need to actually install that downloaded application.

Once you install it, copy the following two files from the folder <fx-tools installation directory>\RasMaker\ to the Max Payne folder:


After you copy these files you can remove the installed FX Tools application.

Step 3: create the batch file

The following text is the code for a windows batch file. This was written by Darkje and edited by me (my edit is minor, though, it was just needed to update Darkje's original version to work with the current SoX version).

To create the file, first create a new, blank text file, then copy the following text inside it, and finally rename it to MaxBatch.bat and put it in the Max Payne installation folder.

@echo off
rem --- v0.2 28-Aug-07 ---
echo *** MaxPayne vista sound conversion script by Darkje ***
echo Welcome!
rem --- directory setup ---
rem --- default . requires all files in the game dir ---
rem --- specify paths if you like to use the files from an other dir. ---
set rasdir=.
set gamedir=.
set soxdir=.

rem --- restore if backup data deteced ---
if exist "%gamedir%\moved" goto rasrestore

rem --- check paths ---
if not exist "%rasdir%\rasmaker.exe" goto noras
if not exist "%rasdir%\rl.dll" goto norl
if not exist "%gamedir%" goto nogame
if not exist "%soxdir%\sox.exe" nosox

rem --- show paths found ---
echo RASmaker is found in: %rasdir%
echo Game dir is found at: %gamedir%
echo Sox is found in: %soxdir%

rem --- check if the ras files are there ---
if not exist "%gamedir%\x_data.ras" goto rasmis
if not exist "%gamedir%\x_level1.ras" goto rasmis
if not exist "%gamedir%\x_level2.ras" goto rasmis
if not exist "%gamedir%\x_level3.ras" goto rasmis
if not exist "%gamedir%\x_music.ras" goto rasmis
echo Required ras files found!

rem --- unpack ---
echo Unpacking...
for %%i in (*.ras) do "%rasdir%\rasmaker.exe" -x "%gamedir%\%%i" "%gamedir%"

rem --- convert by calling sox batchfile in a loop ---
echo converting wave files ...
for /r .\data %%i in (*.wav ) do call :convert "%%i"

rem --- create moved dir, and move ras files there ---
echo Moving ras files ...
if not exist "%gamedir%\moved" mkdir "%gamedir%\Moved"
copy "%gamedir%\*ras" "%gamedir%\moved"
echo Cleaning up ...
del "%gamedir%\*.ras"

rem --- all ok ---
echo All done, Game unpacked, Sounds converted. 
echo Run Maxbatch again to restore.  
echo Thanks for using MaxBatch.
goto end

rem --- subroutines ---

rem --- convert with sox ---
%soxdir%\sox -q %1 -u -b 8 "%~d1%~p1outfile.wav"
del %1
ren "%~d1%~p1outfile.wav" %~nx1
goto :EOF

rem --- goto's ---

rem  --- restore game ---
if not exist "%gamedir%\moved\x_data.ras" goto rasmisb
if not exist "%gamedir%\moved\x_level1.ras" goto rasmisb
if not exist "%gamedir%\moved\x_level2.ras" goto rasmisb
if not exist "%gamedir%\moved\x_level3.ras" goto rasmisb
if not exist "%gamedir%\moved\x_music.ras" goto rasmisb
echo Backup files exist, restore original condition?
echo The ras files will be moved back to the 'Max Payne' dir,
echo extracted and modified data will be deleted,
echo restoring the game to its original condition.
echo To cancel press Ctrl+C followed by Y[enter] to quit now!
echo Moving ras files back...
copy "%gamedir%\moved\*.ras" "%gamedir%"
echo Cleaning up ...
rmdir /s /q "%gamedir%\moved"
rmdir /s /q "%gamedir%\data"
echo All done, Game restored. Thanks for using MaxBatch.
goto end

rem --- ras file(s) missing ---
echo Error: A ras file was not found, aborting!
goto end

echo Error: A backup file was not found, cannot restore, aborting!
goto end

rem --- no sox ---
echo Error: Sox.exe not found!
echo place it in your max payne game directory and retry.
goto end

rem --- no rasmaker ---
echo Error: Rasmaker not found!
echo place it in your max payne game directory and retry.
goto end

rem --- no rl.dll ---
echo Error: rl.dll not found!
echo place it in your max payne game directory and retry.
goto end

rem --- no game ---
echo Error: The path you specified as game directory does not exist!
goto end

rem --- end progam ---
rem --- clean up vars ---
set rasdir=
set gamedir=
set rasdir=
rem --- wait for key and exit ---

Step 4: run the batch file and run the game

Right now your Max Payne folder should contain 6 new files - 3 from SoX, 2 from RASMaker, and the MaxBatch.bat file. These are the same files you would have got from the undownloadable zip - so now just go to step 3 of the short method.


  • Running the batch file might take a few minutes, be patient.
  • If anything went wrong, you can just run the MaxBatch.bat file again - it will restore the files to the original form.
  • This will probably not work with a modded game :(
  • During the batch run, SoX reported a lot of "dither" warning for me, in the format: sox WARN dither: dither clipped <num> samples; decrease volume?. It didn't seem to cause any problem, though.
  • 1
    wow. that is a guide and a half – Xantec Apr 17 '11 at 15:36
  • 2
    @Xantec it's just that I don't want the data to expire, even if the file-hosting service for the zip drops it. – Oak Apr 17 '11 at 15:37
  • 1
    When I ran the batch file, after extraction I got an error from SoX complaining of a missing zlib1.dll. I downloaded the DLL from the bencos project and dropped it in the Max Payne directory and everything worked fine. I hope this helps someone. – wes Jul 15 '12 at 22:56
  • Works with a modded game, no issues during years of gameplay. Please note that mods in MP are moved to a specified folder, they don't replace game files and only one mod can be enabled at once. – user598527 Jan 24 '17 at 1:13
  • There is now an significantly easier method (I've used on both Windows 7 and 10), you may want to edit your answer: pcgamingwiki.com/wiki/Max_Payne#Missing_audio – user598527 Nov 13 '17 at 13:44

protected by Community Nov 2 '12 at 13:50

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