yap, thanx a lot, i found it... but there is another way to convert my musics to atrac (without annoying sounds)... i figured it out that when i convert the tracks first into WAV, then i convert them to atrac... and you know what? the "underwater-effect" has gone... i know, it is a plus to work, but i have to make it once (i hope so)... i think the problem is in the (encoding) "codec" of mp3... not in MY computer, but in that PC who convert the music into mp3... because i tested two mp3 files, with the same bitrate, and in the end one of the atrac file was perfect, but the others was not... just one more question hangin' in the air: which mp3 "codec" doesn't love atrac? :-) so thanx all the help