Thanks for the responses, gentlemen, they're much appreciated! Now the rest of this long response is a clarification for other readers. I guess I'm an MD early adopter since I've been using them for portable applications since late 1993. Since then, all of my recorders (3) and players (5) have been Sonys, and I'm quite happy with their sound quality, convenience, and portability. BUT, this new application requires a CD as the recorded medium, and here's where the conundrum begins. MD's use compression technology to fit 10 lbs. of sh#t into a 5 lb. bag as the expression goes, and they do so by eliminating or reducing parts of the song that an oscilloscope would pick up, but our human ears would not. At the end, the song sounds "pretty much right" through earphones or on a non-high end system, but doesn't sound "good enough" for our fellow analog-philes who consider anything digital to be at best a bastardization of pure music. The statement below applies to all other readers of this threadÂ… WARNING 1: Please do not turn this thread into an analog vs. digital war zone; that was not its intended purpose! Now, since certain parts of the original music are "missing" from an MD, doing a digital copy onto CD would burn those "voids" onto the CD as well. Then, should the end user have a NEED to digitally-signal-process (DSP) the CD for things like pitch control, pitch control while maintaining original key, and other features that are useful in a DJ or club-type setting (sic), those voids also become processed and the final DSP'd version (that, say, the listeners in a club would hear) ends up sounding even less musical (and frequently just downright awful) than the original CD version. Confusing enough? WARNING 2: The business requirements here are to get as much of an LP's MUSIC as possible onto a CD. That's it. To dither or not to dither: that is the question. Please keep in mind that the final medium is a straight CD. I can up-sample the music into the digital domain at, say, 96/24, but then it will have to be dithered down to 44.1/16, which introduces other problems. (E.g. If I were to ask for someone to represent the number 169 using only 2 digits, then the dithering algorithm becomes important. One has no choice but to throw out at least 1 digit and then process the other two in such a way that the 2 digit version is representative of the original number. Some obvious choices would be 16, 69, 19, or, if the computer is smart, 99. Bottom line is the guess work is left up to the computer). Yes, I could sample the analog wave form more frequently (96KHz) and store it in a large word (24 bits), but then it would need to fit into a 16 bit word with the above mentioned, associated problems. So IMHO, the thought is to sample it and represent it the first time through, at the sample rate and word length of the medium onto which it will be stored using the best and most musical technology available. Many commercial pieces sacrifice some aspects of musicality for reliability, durability, and portability. (You can drop-kick a Peavey off a second story balcony and it will still be ready for your next gig-try that with an ARC or a CJ!). Wadia is a well-respected giant in the digital domain. Apogee is a well-respected giant in A-D and D-A commercial and studio applications. Which piece is more musical?