I bought this player for my wife when Fry's had it for 39.98 plus $30 MIR (=9.98 + tax - thanks to this forum) - she loves it. The built-in 32MB holds between 5-8 songs depending on quality, length, etc. Last week I bought a 64 MB SMC card from Outpost for $20 (plus 7.00 for tax and shipping) - now the player holds about 24 songs at a time (about two hours of music). Overall it works very well, although the last song recorded on the external mem played back scrambled. The unit also has a small microphone if you want to dictate into it. Bottom line: for under $40 TOTAL, we got a decent little player which my wife can take jogging and doesn't skip, and which goes fairly easy on batteries (2 AAA - got 4 rechargeable AAAs and the charger from Fry's for $7). It fits in your pocket and weighs a lot less than a CD player. We are very happy with it, but if you have money to burn, you might look at some of the bigger jukeboxes now available. Otherwise - no real complaints.