Apologies in advance if this is not posted in the correct area - please don't flame me!

I am new to MP3 and I'm running NT4/SP3 on an (aging c1996/7) intel box:
Matsushita ATAPI CD-ROM
Creative Pro 16 (bit) soundcard
Have got Xing's AC - full version

Tried to encode some MP3s from CD-ROM drive:
It seems MSCDEX is not an option under NT4
ASPI - is greyed out, but I don't know if this is a possible option, either with an updated atapi.sys or with wnaspi32.dll installed, also do I need a special cable from CD-ROM to sound card?

Left with the analog option only, on playback via my hi-fi system, tracks sound distorted (usually when hitting peaks) I have tried with & without normalisation (via .wav) but still distorts.
I've used VBR at normal/high and CBR at highest - same problems.
Is there a fundamental problem, i.e. I need to go and buy new soundcard/CD-ROM? Or can I correct problem via driver/software upgrade?

Also, can anyone suggest a good .wav recording program for pulling audio from vinyl?