Nearly all CD ripping software is based on the same undercarriage if you will, in that the software reads the disc contents digitally (via the ASPI layer preferably) and extracts the bits as data, so you get your audio into the computer system without having to convert to analogue and then back to digital again (a big no-no, you lose quality). If you don't have ASPI, it's downloadable from the adaptec.com web site (a little aside there as Windows (stupidly) doesn't have it installed by default). There's a veritable plethora of various pieces of software around that exist to help you in the process of ripping CDs to MP3s/Oggs/VQFs/wav files... But the one I cannot recommend enough is called CDex, and it's available from http://cdexos.sourceforge.net . It's freeware, which is always good, and it uses Lame - in my opinion THE best MP3 encoder, and I've tried a lot in my time ;) - to encode your raw CD audio to mp3. It's all integrated into one, the interface is really easy to get round once you've acclimatised to it (like any new piece of software). If you do go exploring with CDex, I do recommend you read the FAQs on the CDex web site - if you have any questions about what to do, or what to setup where, then it's all explained. The first thing I'd do is go into the encoder settings and change the bitrate from the default 128kbps :) ... There's even some handy preset settings included ('alt-preset insane' was my setting of choice before I decided to choose my own custom settings... That'll give you uberquality. alt-preset extreme sounds pretty good too... But it's all personal preference. CDex, unlike a lot of many other CD rippers, also has features such as the ability to record audio as you hear it from an external source, using the Windows Line In / Microphone / General Mix settings. You choose your recording input in the Windows Volume Control, and you're off: you can record what you want. If you're a DJ (like me) and you want an easy, effective and good quality solution to instantly record live audio to MP3s (or your codec of choice) then that'll come in really handy. You can also transcode audio files from one format to another... Though that's not really needed for just plain CD ripping. I do recommend that you explore the software thoroughly, read all the FAQs to find out just what does what until you get bored - then go and play with the software! :) Of course, there are other software packages out there that'll do the same thing as CDex, but I've not seen many (any!) that really match the software on the balance of price (free is nice), features, ease of use and actual end result quality. It's a very nice piece of software indeed.