Ok, here's what I'm doing. I need all possible suggestions. I am living in a house now where we have a pool, and it's about time to open it up. Hence, my poolside MP3 project comes. I already bought the outdoor speakers on ebay today! I have a Compaq 486 66 DX computer that will be the lucky candidate (LoL!) What I will do is hook up the 486 in the garage and run a custom made VB mp3 playlist program I will make. I will run a line out from the soundblaster 16 into a P.O.S. 2 channel stereo receiver that will control volume and power the new speakers. So, here's what I need to know. On the 486 I'm running Win 95 with NO OTHER SOFTWARE INSTALLED. What do I need to get to play mp3 files on this system? Can I d/l the Fraunhaufer Codec somewhere? Also, I'm not going to run Winamp, I will run the best version of Windows mediaplayer this system can handle. Please someone give me some tips or suggestions. Thanks