Abstract: A combination CD-ROM and MP3 recorder/player playing a CD-ROM decodes 16-bit ISO standard code words into an audio wave form converts this wave form to sound while encoding and digitizing the wave form into 24-bit MP3 format digital data. To conserve power the MP3 data is buffered in a solid state memory, preferably of the FLASH or DRAM type, before being written to a hard disk. Both reading of the CD/ROM and encoding the read contents as MP3 data, and interchange of MP3 data with other recorder/players, can be accomplished at greater than real-time play rates, permitting that, most typically, some 1200+ musical works can transferred expediently.