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The text encoder half of MiniMax-H3, quantized. H3 runs on two separate models: the 33B video+audio DiT, and this — a Qwen3-VL-32B vision-language encoder. The DiT on its own will not generate anything. If you downloaded the H3 GGUF weights and had nowhere to point the CLIP loader, this is the missing file.
The files
Q4_K_M — 19.8 GB · about 16.5 GB resident. Recommended.
Q5_K_M — 23.2 GB · higher precision, more VRAM.
mmproj F16 — 1.2 GB · the multimodal projector. Download this one too. See below.
Yes, these are real K-quants — unlike the H3 DiT, which cannot have them. K-quants need weight rows divisible by 256, and the DiT's hidden width is 2688, which is not. This encoder is a stock Qwen3-VL and its rows are, so the whole K-ladder is available here.
The mmproj is not optional — and it pairs by filename
The mmproj is the encoder's vision path. Everything that conditions on an image goes through it: image-to-video, reference-to-video, and multi-shot chaining — chaining works by feeding the previous shot's last frame back through the encoder as an image, so it needs the projector even when you never attached a reference picture yourself.
ComfyUI-GGUF locates it by matching the encoder's filename. Rename either file, or keep them in different folders, and pairing silently fails. Text-only prompts keep working, which is exactly what makes this hard to diagnose — it presents as the model ignoring your reference image rather than as a missing file.
Keep both names exactly as downloaded, in the same folder. The attached setup pack includes check_encoder_setup.py, which tells you in one line whether the pairing resolves.
Install
ComfyUI/models/text_encoders/
MiniMax-H3-encoder-Q4_K_M.gguf
MiniMax-H3-encoder-mmproj-F16.ggufLoad with CLIPLoaderGGUF from ComfyUI-GGUF, or with H3ClipLoaderAny from ComfyUI-H3-Multishot, which takes .safetensors or .gguf in one dropdown. Set the CLIP type to minimax.
No architecture patch is needed for the encoder. The H3 DiT needs minimax_h3 added to ComfyUI-GGUF's image-architecture list; this file is Qwen3-VL, and qwen3vl is already in its text list. Nothing to run.
VRAM — read this before reporting a slow render
The encoder (~16.5 GB) and the H3 DiT (~25 GB) do not co-fit on a 32 GB card. If both are held at once, the DiT loads partially and streams the remainder from system RAM on every sampling step. Measured on an RTX 5090: ~60 minutes for a clip that takes ~15 minutes with the DiT fully resident. The tell in your log is:
loaded partially; 6423 MB usable, 5847 MB loaded, 19363 MB offloadedThe fix is to evict the encoder after conditioning and before sampling. The samplers in ComfyUI-H3-Multishot do it automatically and print [H3Multishot] TE evicted; NN.N GB free for the DiT.
What else you need to run H3
MiniMax-H3 GGUF — the DiT (
fl2vaorref2va), on Hugging Face and in my Civitai listings.Comfy-Org/MiniMax-H3 — the video and audio VAEs.
ComfyUI-H3-Multishot — multi-shot, I2V, and the encoder eviction above.
Everything else I've published
Support
Everything I publish is free and stays free. If it saved you a night of debugging, tips keep the 5090 warm: Ko-fi · GitHub Sponsors · Liberapay.