You're going to think I'm joking, but I'm not. Go to "Start -> Run" and type in "mplay32". This will bring up the old (and I mean OLD) windows media player. From the "Device" menu, select "CD Audio", then just use the standard controls. It doesn't have any fancy features, but it only uses 488K (yes K) of memory while playing a CD, as opposed to the 8-10 megs used by "cdplayer" or the 17-20 megs used by WMP 7. Also, if you quit from "mplay32" withouy stopping the CD, it will continue to play and it will use no memory at all. To me, the low memory use is the best feature since I really don't care about being able to name tracks or watch a cool visualization. I know that "mplay32" is still on Win2K and XP Pro machines, but I'm not sure about Win ME or Win 9x.
ZV