Music Management Software

Okay, I give up... I've been trying to use free software (mostly Real Player) to manage my music files, but it just isn't working.

The main features I need that seem to be lacking are:

1. convert everything to the same bit rate (128 seems to be fine for me) in MP3 format, either as an up-convert or a down-convert ==> I need this since one of my MP3 players does not like changing bit rates between songs when playing from burned CDs
2. file management, especially with respect to file naming. I need to be able to maintain all track, album, artist information and also allow file renaming to a specific code, either the UPC code or a combination of album serial number and track number ==> I need this because my Xbox won't play any MP3s with a filename greater than about 20 characters

Those are the 2 biggest things that I'm having trouble with right now. Apparently the full version of Real Player will allow the bit rate convertion, but as I've mentioned earlier it doesn't work properly with WinXP and it doesn't allow for any coding to be added to the filenaming (as far as I can tell). I've tried some other freeware that did a good job with the rate conversion, but again limited file renaming, and the ReNamer program I downloaded seems to work but by the time I get from the ripped CD file to the correctly named MP3 file, all my song metadata is gone. Maybe I need to surf some of the Xbox modification sites - I can't be the only one struggling with this...(but that comes back to the issue of being on dialup, in one big circle of frustration...).

Anybody have any suggestions for managing music using a modified Xbox that does not have an internet connection?

==> UPDATE: I have been using Windows Media Player with some success and I now have a high(er) speed internet connection that allows me to connect the Xbox direct to the internet allowing direct ripping and file name/data downloading...