[andrewas]

I use Audiograbber to rip tracks and Lameenc to encode them. Both are free, but audiograbber will want to be registered before it will let you rip an entire CD in one session. (It randomly disables half the tracks each session, so with persistence you can get em all anyway. Pay the guy, its easier). Audiograbber (or any good ripper) has a help section on finding mp3 encoders, so find that first and get the encoder later.