the BEST free MP3 Encoder for ripping CDs - and works with Windows XP

I really like EAC, or Exact Audio Copy, because you get some assurance from the AccurateRip database that the rip you did is correct, plus the error correction is outstanding.  You can get good results from even scratched CDs if you just let it run.  It takes some setting up to work the way you want, but after that, it is fairly brainless.  Put the CD in and press Go.

I rip everything to flac for archival purposes, then transcode to Ogg Vorbis via foobar2k for portable use, but you can transcode to whatever format you prefer.