http://www.exactaudiocopy.de/
Extremely simple to use to create MP3s to whatever fidelity you choose. It's a minor faff to setup the exact file structure you want to create your library, but only minor - and it's especially important if your taste extends beyond the 3-minute pop song which is the default view of the world on all the big commercial media players. Most of the CDs in our large and eclectic selection are already in the free online database it uses to populate track and artist names.
I then use Media Monkey (
http://www.mediamonkey.com/) to play MP3s, and talk to MP3 players and phones.
All free, although MM has a paid-for version.