Here's one procedure that does seem to preserve tags, but not play count: 1) Convert your existing MP3 files into AAC files by choosing "Convert Selection to AAC" from the "Advanced" menu. This may result in some fidelity loss. 2) Delete the old MP3 files. 3) Re-import from CD to restore highest possible fidelity. When the dialog comes up indicating the tracks already exist, tell it to "Replace Existing". That seems to work, but does require some extra steps. Might be faster to just re-type your tags! Jeremy P.S. I compared some 192k MP3 files to 128 AAC files and couldn't hear any difference... -- +-----------------------------------------------------------------+ jeremy at kezer.net http://www.kezer.net/ +-----------------------------------------------------------------+