I appreciate the suggestion. Atrac may be obscure and potentially dead end indeed. The car deck was on sale at a good price and the Atrac CD capability seemed kind of neat since I had been using my HiMD with a cassette adapter a lot in my older, cassette playing deck. I thought it would be convenient to be able to copy or transfer the Atrac3plus files from my minidiscs and make Atrac CDs. BUT, in this whole process, I decided to make Atrac CDs from scratch using my original CDs. This lead me to my question that started this thread. So, you answered my primary question initially by leading me to the conclusion that for overall best sound quality I should rip initially to .wav. From here though, your suggestion led me to experiment and instead of using the exact software you suggested, I used some slightly more user friendly, but nearly as highly recommended softwares: CDex & WinLAME. I must say... the results are astonishly fine and I wind up with 192kbps mp3s that sound every bit as good as Atrac3plus @ 256. And in some ways even better actually and I can fit a bit more sound onto a CD-R as well. I got a very rich sound and less distortion (less need to turn down the bass when cranking it up for example) with the resultant mp3s. Ultimately, I am going to rip all my CDs to .wav using this CDex. This way I have the flexibility to compress to Atrac or mp3 or whatever may come our way with time. I must admit, that for my new car deck, the mp3 CDs may very well be the way to go for me and the Atrac3plus may just stay with my HiMD. Thanks again for your honest reply. It saved me from ripping around 200 CD's straight to the Atrac format. I can burn the .wav's to DVDs and never have to backup my Audio CDs again! OK... So I'm a little slow, but I catch on. And yes.. I tend to ramble on a bit when I am new to a forum... lol. Thanks for the toleration.