You may be right. I will have to check my CDs to see if they distort too. They are newer CDs, so this is possible. I am not doing anything else while ripping CDs or transferring. So, that can probably be ruled out. I just did some testing with Simpleburner and I still hear distortion. I am thinking, as you said, it might be the CD source. I don't think it is the hardware because I also own a 1GB Sony flash player and I just discovered I am hearing the distortion on it too. My computer specs are Windows XP Service Pack 2, 1.41 ghz processor, 256 RAM, Sonicstage 3.1. One other thing I have yet to try is transferring 256kbps MP3s (ripped in LAME) to MD and see if I hear distortion. In a previous test, I noticed that the volume of the MP3s seemed lower, which may be the ripping programs attempt to reduce the DBs to a less-distorted level.