I'm in the same boat, having recently acquired an A829 to 'replace' my still-operational Atrac equipment after the inevitable happens. I only have 400 CDs or so, and as a rule did not keep them archived on HD at all. The suggestion to re-rip to MP3 made the most sense, unfortunately. I experimented with the Sony program but yes, it only goes to 256, so I began using the formerly much hated WMP to re-rip CDs @ 320kbps and add album art, having to re-create a library in MP3 to support the player. The result is a format less than Atrac - noticeably more lifeless in playback, non-gapless - but a bit more manageable/handier on a 16Gb device, and ooh, I can look at album art briefly during playback. A brief re-training of WMP will give you pretty much what you want, but you will have to maintain a HDD library to 'sync' with easily. I find that most annoying when I only want to rip existing CDs. At present, I reformattted the device (removing all sample tracks, pictures, and video) and re-sync-ed 70 albums/997 tracks @320 with about 5GB of space left. When these things hit 32Gb, I'll either import an Atrac version from Japan, or simply begin using WAV as MP3/AAC just don't do it for me... Cheers.