BoardC3, both MiniDisc and MP3 are both lossy formats. However, you can record/download music at a high bitrate that is virtually indistinguishable from CD. yes, most MP3s from the internet are 128kbs which sounds like crap, BUT, you can be selective and find them or make them at 192 - 256 kbit rates, which are very very close to CD. when i say that, i mean in double-blind tests that i have seen posted, laymen can't discern the difference at around 192kbit and audiophiles at 256kbit. also consider that portable music is never going to equal your hi-fi setup at home, there are compromises you have to make to take it with you, and the portability of quality-MP3s can't be beat. MiniDisc is bulky in comparison and targeted at people who want simplicity over options. A Nomad Zen or JukeBox3 both have excellent headphone ouputs (Zen has 100mw/96db SNR) and hold 20gb+ of music. That's thousands of tracks, even at a high CD-quality bitrate. I've gone through about a dozen MP3 gadgets and I can recommend the Nomads for excellent sound quality, while the iPod is a little different, focused more towads portability and simplicity.