I've been pondering over putting all my music into MP3 format for several reasons: 1) MP3 portables (those with around 128MB) are now pretty cheap and not expensive to replace if they die. They are also very compact and a convenient way to transfer music - i.e. not having to record all of your CDs to MiniDisc, not having to carry around a ton of discs etc. 2) Having access to tracks quickly - sometimes if you just want to listen to a selection for background music, hunting through 550 CDs is a real PITA. 3) If I every plan to work overseas (which I ultimately do), I can easily carry all my music on a HDD with me and just carry my laptop and a good pair of headphones, especially if the jobs are in remote locations/on short term contracts. I've decided to use 128kps - although to some, it's a fairly low bit-rate, if encoded properly, I've found the music to sound more than acceptable. Also, storage space is a problem with large music collections. The format will be MP3, as that's what most portables use, so it would save the need to re-encocde if I was using another format that a replacement player wouldn't support. Now, my main question is what ripping/encoding/management software to use? I like iTunes in the sense that it's very slick and simple to use. However, I did notice that encoding took an awfully long length of time - sometimes over 6 or 7 mins or more per CD, which is very time consuming if you're dealing with the number of CDs that I have. My PC is of pretty decent spec - AMD Athlon 2000+ XP, 1GB RAM etc., so I don't think the speed issue could be that. CD drive is a 52X. I'm looking for a package that will enable CDDB support, putting in proper tags - even track numbering, so that it would be easy to put album tracks in order when playing/transferring to a portable.