Yes, new You Are What You Is and Tinsel-Town Rebellion masters were released on Rykodisc in 1998, packaged identically to the not so popular earlier (1995) CDs, and the Zappa Patio tried to offer advise on how to tell the old from the new by looking at - not listening to - the discs. 
   The advice focused on "matrix numbers", the little numbers around the rim of the hole in the disc (so known since the LP era).
   But soon, people started mailing in exceptions to every rule about these matrix numbers. It has now reached a point where the only method we can recommend is listening to the discs, and so we have removed all references to matrix numbers from the page.


You Are What You Is

What to Get: The 2012 CD, which mimics the LP and is easy to find.

Overview: There are three "good" CD versions of You Are What You Is: the 1980s EMI CD (exactly like the vinyl, hard to find) the 1998-era Ryko secret reissue (sounds good, but has a slightly edited "Dumb All Over" and isn't easy to spot), and the 2012 UMe CD (exactly like the vinyl, but sounds better than the EMI CD). All other CD versions are terrible--and not audiophile terrible, mind you, but "is my speaker not plugged in all the way?" terrible--and have a significantly edited "Dumb All Over." Avoid them.

ESSENTIAL VERSIONS FOR COMPLETISTS: The 2012 CD and the vinyl are exactly the same and should be your go-to versions. Insane completists might want to seek out the 1998 CD for the skillful edit between "Dumb All Over" and "Heavenly Bank Account." [completist's guide]


  • Original vinyl (Barking Pumpkin PW2-37537 in the US, September 1981, gatefold cover; CBS 88560 in the UK, October 1981)
  • Canadian vinyl (Epic Records PW 37538/37539, gatefold cover with lyrics on three sides of the (black & white) picture sleeves and Shut Up & Play Yer Guitar ad on the fourth)
  • European vinyl (EMI 164 26 0812 3)
  • Spanish vinyl (Barking Pumpkin/CBS S 88560, 1981)
  • Portuguese vinyl (CBS 88560)
  • Japanese vinyl (CBS/Sony 40AP 2217-8)
  • Mexican vinyl (CBS LP2S-122, gatefold sleeve, track titles in Spanish on back cover & labels)
  • Cassette (CBS 40-88560)
  • 8-track (Barking Pumpkin WAX 37537)
  • Argentine vinyl (EMI 58415, no gatefold cover and no "say cheese" liner notes, but lyrics on the inner sleeve)
  • Digitally remastered European vinyl re-issue (EMI EN 5000 (?), 1985)
  • EMI CD (CDP 7 90075 2, UK only, April 1986)
  • Original Ryko CD (RCD 40165, US only, May 1990)
  • Zappa Records CD (CDZAP 27, May 1990, UK only)
  • Original Japanese CD (VACK 5044)
  • Australian CD (Ryko D30378, 1990)
  • IRS 970.727 CD (?)
  • Russian CD (Dora JPCD 9801102, black disc)
  • 1995 CD (Ryko RCD 10536, May 2 1995; VACK 5130 in Japan, renumbered 5265 in 1998)
  • Remastered 1998 CD (Ryko RCD 10536, remastered in 1998)
  • Japanese paper-sleeve CD (Ryko/VACK 1242, May 29 2002 - black & white inner sleeve with Shut Up & Play Yer Guitar ad & printed lyrics)
  • 2012 UMe CD (Zappa Records ZR3864 September 25, 2012)

US & Canadian Vinyl

COSMC: I just got a vinyl copy of You Are What You Is, which, upon its arrival, I discovered to be the Canadian Epic pressing. Some irregularities I was wondering about: The side sequence is mislabeled. The flip side of side one is labeled as side 2, though it is actually side 4. The songs listed are correct, but the label says "side 2". The other album, what is labeled as side 3, is actually 2; what is labeled side 4 is actually side 3. Again, the songs are correctly labeled, only the number is incorrect. Are all the copies of this pressing like this, or was it corrected? ...

9-HI-LOP-LOP: My copy is also mislabelled. Not sure about it ever being corrected. My copy was from Columbia House, though it doesn't mention it on the cover or LPs. Perhaps this error was with just their copies.

COSMC: ... also, the FAQ lists the Canadian version as a gatefold, but not the US [it does now - Ed.]. Does the intended-for-Newsweek article appear in the US copy? How about the picture of Zappa? If there were different printings of the jacket, why is it devoid of any Epic labeling?

JOHN HENLEY: The Barking Pumpkin LP release of 1981 is indeed a gatefold sleeve, and the Newsweek article and a nifty color pic of Frank, clear-eyed, friendly-looking and wearing a bathrobe, are there.

THAT GUY FROM KUNG FU CULT MASTER : I have to clarify that I only list "gatefold cover" or "non-gatefold cover" for a vinyl version of an album in case someone specifically reports a gatefold or non-gatefold cover. In the case of the US You Are What You Is (which is nowadays labelled with "gatefold cover" just like its Canadian counterpart), I never meant to make it look like there was no gatefold cover. In fact, I've seen the US vinyl dozens of times in record stores, so the abscense of a cover specification was due to negligence on my part, not lack of information. Hey, at least I work for free.

Speed Intrigue


I read an interview way back when and which I couldn't possibly hope to locate now, in which I recall Zappa saying that one of the records of You Are What You Is was mastered a little fast. My hypothesis for years has been that the side 1/4 record was mastered fast, which would account for a) the difference in speed between the Crush All Boxes/Have I Offended Someone? mix of "Goblin Girl" and the You Are What You Is mix, and b) the difference in pitch between the outro of "Dumb All Over" and the intro of "Heavenly Bank Account".

PBuzby elaborates that the speed problem affects the entire record:

The entire album runs fast . . . this is true of all versions. . . .  In fact, side four is closest to correct pitch.

Those interested in doing their own speed correcting at home might wish to use the "Offended" version of "Goblin Girl" and the re-recorded "Thing-Fish" tracks as their guides.


This was probably the last Zappa album to come out on the old 8-track tape format.

From David Pearlman:

I have the 8-track for You Are What You Is, which is a 1981 release. It's a commercial (not record-company) issue. For you discographers out there, it's WAX 37537 (Barking Pumpkin records). The two-record set is on one 8-track.

As for 8-tracks in general, 1980 is about the cutoff for de facto releases. A trickle of releases (major label, mostly) came out in '81-'82. After that, they were basically record-club-only. Believe it or not, the record club continued to manufacture 8-tracks until the late '80's, although only for select mega-popular releases (and then in extremely small quantities). The newest 8-track I have is Fleetwood Mac's greatest hits, which is from 1988. George Harrison's Cloud Nine, from the same period, also exists on 8-track. Zappa was never a record club staple, and he was certainly never a big selling artist, so I doubt any of his stuff from the record-club-only period made it to 8-track. It's possible You Are What You Is was the end of the 8-track line for Frank ...


  • Total time of this CD: 69:54

This used to be considered the only good CD issue of You Are What You Is. (See "1998" for the new development.) The sound quality was better than the other [old] CD versions and it has the guitar solo intact on "Dumb All Over". It is not perfect, though. David G. notes that it's "a bit tinny," and Mark Edmonds points out:

The track markers are screwed for "Dumb All Over" so if you jump to that track, you jump right in where the guitar solo starts.

This CD clocks in at 69:54, compared to 67:24 for other CD versions. In second-hand record stores, you can recognise this issue by:

  • The catalog number CDP 7 90075 2
  • The EMI logo on the back cover
  • The legend "Mastered by Nimbus" around the inner rim of the disc

Original Ryko CD
Zappa Records CD

All the You Are What You Is CDs except the old European EMI CD are considered virtually defective. The are made from a master with audio problems and a cropped version of the "Dumb All Over" guitar solo. This defective master was made and/or approved by Zappa himself. These CDs include:

  • The Original Ryko CD (RCD 40165), a US release
  • The Zappa Records CD (CDZAP 27), a UK only release
  • The 1995 CD (Ryko RCD 10532 / VACK 5130)
  • Possibly/probably the Japanese VACK 5044 CD, the Australian Ryko D30378 CD and the Russian JPCD 9801102 CD

Sound Quality

From "Dog Biz":

The first Zappa-approved Ryko release of this album had this over-compression screw-up and the European Zappa release had the same screw-up. Ryko said that the problem had been solved with their definitive re-release and that Zappa delivered new masters for the re-release. Well, either Frank wanted it to sound that way or Frank's hearing was fucked. ["He was in too much pain to care that day" - Mike Keneally]

From "Uncle Meat":

I got the CD a few years ago and wondered if my speaker wires were loose!!! Certain tracks fade in and out, left and right with no rhyme or reason. I returned the CD to the record store and got a different copy, only to find the same thing happening on the new one. I gave up and bought the vinyl. [The problems seem to have been corrected in 1998.]

From Steve Wik:

I've bought You Are What You Is three freakin' times now. The first time I thought "oh, it must be damaged". The second time I thought "oh, all the copies in Tucson must have come from the damaged shipment". The third time (Ryko's exciting new re-release) I thought "what the fuck?!? Zappa approved this?!?". Now I just never listen to it and try not to think about it. Someday when I pur***se a turntable I'll buy a vinyl copy ... [The problems seem to have been corrected in 1998.]

From JWB:

I first noticed the sound problems with the original You Are What You Is CD the day I bought it, while on vacation in Maryland. I was 14 years old. I put it in my discman and went for a walk on the beach to hear the album for the first time. I immediately noticed all kinds of weird shit going on. Volume fluctuation, drop-outs, and a swishiness in the cymbals that fights with the vocals for space. They sort of cancel each other out at times in a phase-like manner. It is obviously a high frequency problem. I originally thought it was my discman or my headphones. I couldn't take it anymore when it got to the ear-piercing "Mudd Club" and I shut it off, disgusted with the album. Years later I bought the '95 CD and found that it was identical. I finally bought the original LP and it sounds terrific. Any dissendents who think that there is nothing wrong with the Ryko CDs or that they sound better are friggin' deaf! ALL of the Ryko issues have this sound problem. "Jumbo Go Away" has some really bad drop-outs in it. [However, the problems seem to have been corrected in 1998.]

Michael Pierry's Specific Examples of Drop-Outs & Shit and EQ Introdction

If you can listen to the Ryko [pre-1998] CD with the volume cranked up, in headphones, without getting a headache ... something is wrong with your ears! And if you're not listening to You Are What You Is cranked up through headphones, you're missing a great deal of the experience of that album! There's a lot goin' on in there, ya know.

Whoever EQ'd that CD couldn't hear really high frequencies, because the digital reverb has some fucked-up frequencies in it. Turn up the vinyl as loud as you want and you won't get that amount of harshness in the upper range. Not only that, something about the EQ makes the cymbals and/or drums keep interfering with the vocals. They are both competing for the same sonic territory. Can't you tell how crowded everything is on the CD? The vocals and the cymbals are in direct competition with each other here. You think this is "brighter"? "Brittle" would be more like it!

Now, you want specific examples of drop-outs and shit?  Here we go:

  • Track 1: There's some kind of weird volume swell or SOMETHING right around 01:11. What the fuck IS that anyway? Seems to have something to do with all the digital echo that's been added.
  • Track 2: Hilarious volume fluctuations here. Want a concrete example? Check out the slide guitar in the right channel from 01:20-01:25. What is up with THAT? Don't bother comparing with the vinyl, I've already done it. It don't happen there.
  • Track 6: There's a very clear drop-out in the right channel at the entrance of the vocals (00:08).
  • Track 8: What de fuck gwine on here? What's goin' on in de right channel during "A beautiful guy" (02:11-02:15)?
  • Track 10: Check out the fluctuating volume of the fuzz guitar, starting around 00:40. Also, there be somethin' funky gwine on from around 00:15-00:20. I dunno exactly what it is, but it ain't on the vinyl. It's just weirdness, I think it's the volume.
  • Track 13: "Mudd Club" is actually fun to listen to in the original mix. Here it is just annoying. Oh yeah, the big drop-out occurs right around 02:17-02:19.
  • Track 14: Big volume swell at 00:23.

Okay, that's enough for me.  I am seriously getting a headache.

From Ron Spiegelhalter:

I took up the challenge and had my girlfriend listen to the two discs with headphones (I kept the EQ flat). She was not real excited about the experiment but she humored me. I put on the EMI disc, and she looked bored. I let her be bored for a few minutes and then I took the disc off, much to her relief. Then I played the Ryko [pre-1998]; she looked even more bored as she had just heard this a minute ago. So she sat there like "whatever" and then suddenly she got this weird look on her face and said, "What was that? Is that what I was supposed to hear?" I asked her what she meant; she vaguely gestured at the headphones and said, "It went all funky in this ear ... there it did it again! Did you copy this or something?" Not the most scientific experiment, but at least it confirmed the existence of the drop-outs to my satisfaction anyway.

Some people do not agree that all such CDs really sound bad; you can read about this in the Dissent section.

"Dumb All Over" Guitar Solo

From British Record Collector Magazine, No 171, November 1993 (?), provided by Henry Griggs, Sydney, Australia:

The 1981 double album split the up the guitar solo which links "Dumb All Over" and "Heavenly Bank Account" over two sides, and it was expected (unfairly as it turned out) that EMI would run these tracks together on the CD. But the self-styled "Greatest Recording Organisation in the World" received no small amount of flak when they managed to issue a CD that mysteriously faded out in mid-guitar solo, only to start up again with the end of the same track!

It was only when Zappa remixed his own version for CD that the truth emerged: the split guitar solo was in fact not a continuous performance and it was therefore impossible to match up the two parts. Accordingly, the Zappa/Ryko CDs have over two minutes of guitar edited out to enable the tracks to seque. Again, completists will need the LP or the EMI CD to fill this gap.

From Frank Zappa (quoted in a publication called the ICE Booklet):

I never liked that solo anyways ...

Anyway, the solo seems to be back on the Ryko CD from 1998 onwards.


From Dr. István Fekete:

The Zappa Records CD had a bad booklet (missing some song lyrics) - later, it has been corrected.

From Juha Sarkkinen:

There are at least two versions of the CD booklet. On both Ryko CDs "Say Cheese" starts on page four; on the ZAPPA CD it starts on page three.

1995 CD

  • "Dumb All Over" track time on this CD 04:03 (both listed and actual)
  • Total time of this CD: 67:24 (approximate)

Unfortunately, this was one of the CDs that were considered virtually defective, just like the original Ryko CD and the Zappa Records CD. It does not have the complete "Dumb All Over" guitar solo from the the vinyl. However, in 1998, Ryko got a new master which seems to be great!

Official Ryko statement: "New master. New timing sheet. Louder dBs than first Rykodisc CD." [full statement]

"Typo Alert":

"I'm a Beautiful Guy". Lyric booklet reads "atheletic". The vinyl didn't have this typo.


Not all people agree that all the bad CDs are indeed bad. Usually, they think their copy sounds good and must come from a "good run" or a "good batch"; most people think that these dissidents just don't hear the difference. (It must be pointed out that no matter how you look at it, the EMI CD is the only CD with the complete "Dumb All Over" guitar solo. Only the sound quality can be construed as a matter of opinion.)

(To avoid any bad blood, the names of dissendents will be withheld. Note that this "Dissent" section is only here for fun, and not to be taken seriously.)

Dissendent BH:

Aparently, some of the You Are What You Is CDs are fine, yet others exhibit the strange audio problems that you described. I have a Rykodisc release which is fine. I bought it about two and a half years ago. The problem may occur only on a certain manufacturing lot of the CD's. My CD - Rykodisc catalog number RCD 40165 - Has "MADE IN USA BY PDO", "818 PUMPKIN", and "RCD40165 01!" inscribed on the track side of the CD - label side of the CD is black with white lettering except for a light blue "RYKO" on it. Hopefully we can figure this out.

Dissendent GC:

I loved the vinyls, disliked the EMI, and loved the Ryko. I found the EMI to lack dynamics.

Dissendent MA:

My CD of You Are What You Is sound[s] absolutely normal ... in fact, I think the CD has no defect at all. You must have bought a CD from a bad batch, or what not ... Maybe I got that CD from a good batch ... A "batch" is not 1 copy. Actually, a "batch" comprises probably 50, 100 or maybe 10000 units. This depends on the title and artist involved, and the market demand. It's also known as a production run.

Mike Keneally Gets the Last Word

All the horrifying volume swells and drop-outs, the distracting result of some mangled "stereo-imaging" attempt, are inherent in that master. They were there in the 1990 FZ-25 Ryko issue and they reappeared in the 1995 "FZ-approved" (which meant he was in too much pain to care that day) master. The miserably tinny EQ is there in both issues of the master. The original Barking Pumpkin vinyl sounded amazingly rich for such a heavily overdubbed album, and the EMI Euro CD sounded fantastic, since it was just a straight, non-re-EQ'd transfer from the digitally remastered Euro vinyl master (which Frank deluded himself into believing was a rip-off - but his attempts to right this wrong were awful), but without the inherent limitations of vinyl as a sound medium (scratches and pops).

1998 CD - Remastered; Dandy!

  • "Dumb All Over" track time on this CD: 05:45 (but listed as 04:03)
  • Total time of this CD: 69:16
  "Spencer Fuckin' Chrislu, you are a saint. You are a god. You are a wonderful human being."

Doug Boucher, "Screw That Jeezus Guy, I Now Worship Spence Chrislu",, May 18 2000

In May 2000, DK de la Mar was the first to report that Ryko had somehow got a new master of this CD - and that the problems have been FIXED! Yes, the new printing of the "1995 CD" was a remaster. Days later, we're proud to present, from the remaster engineer himself, Mr Spence Chrislu:

Oooh golly this is fun! Geez, you think that you tune out of a newsgroup for a few months, check back in, and all hell breaks loose! Did he do it on his own? Did he circumvent the ZFT? Is Ryko secretly changing all the masters? I understand the breakup was less than amicable?

This is so much fun I can hardly stand it. OK, Spencer here to put your minds at ease (and to piss some of you off as well. I don't know why, but someone on this newsgroup always gets pissed off about something).

Some time in '98 after reading the various complaints about You Are What You Is and Tinsel-Town Rebellion (and hearing about it personally from Mike Keneally and Joe Travers) I decided to take it upon myself to re-master those two titles. However, I did do it with Gail and Dweezil's complete knowledge and understanding (no intrigue here so stop looking). We used the same sort of care on these masters as we had done on the Au20 projects [audiophile versions of Apostrophe (') and One Size Fits All] and the results, I think, speak for themselves.

Now for the obvious questions:

Q: Why did the original release sound so bad? 

A: I can't answer that one directly other than to say that FZ was always experimenting with new technology. I believe that these CD releases coincided with an experiment using a (then) state-of-the-art digital mastering console with neato DSP compression, limiting, etc.

Q: Why the artificial reverb? Was it on the master? Did you use the original master? 

A: Rest assured that I used the original 2-track master extracted straight from the vault.

Q: What's the deal on the edit between sides 3 & 4? Where's the missing music?

A: As the dukeoprunz so recently pointed out, there is indeed an edit between sides 3&4 of You Are What You Is. Why? Because I thought it sounded stupid to have a piece of music on a CD fade out and then fade back in during a guitar solo. Continuity (conceptually speaking of course) and all that. And yes, the edit was a bitch and no, it's not seamless. But I thought it worked and it glues the whole thing together as well.

Q: How come you didn't tell us about it sooner?

A: Because you would have been moaning and groaning and complaining that it's sitting there just out of your reach. Besides, I never knew when (or if) it would be released and letting on would only torture you guys. I guess you could consider this a present from me, Gail, Dweezil, and Rykodisc.

Q: Why didn't you do Sheik Yerbouti as well?

A: I never considered Sheik Yerbouti to be nearly as offensive as Tinsel-Town Rebellion and You Are What You Is. It suffers from some digi-titis for sure but it's difficult to put yourself in FZ's shoes and re-release something that he specifically approved as being final. I felt I could make a good argument for the other two as being worthy of fixing but on borderline calls like Sheik Yerbouti, it becomes a matter of putting my opinions ahead of FZ's and I really don't feel that's my right. Again, let me reitereate that I got Gail and Dweezil's approval on these projects before ever going forward and then I got their approval after the work was done (like signing off on the above-mentioned edit). Who knows? Maybe I'll get to re-master the whole catalog for DVD-A! There's a lot of Quad mixes down there that would sound great through a surround system ...

Groan now ...

This has been fun,


(Ryko had a new CD booklet printed up for this remaster, but some copies of the new CD still had the old booklet. Curiously, the new booklet gave credit to both masters:

The original album was released in September 1981
It was digitally remastered for CD in 1998
at UMRK by Spencer Chrislu
FZ approved master, 1993)

Select mini-reviews:

MICHAEL PIERRY: This is unbelievable. Not only are the drop-outs gone, but the brittleness as well. Whatever was wrong with the EQ has pretty much been fixed and the guitar solo is back. It's beautiful. I'm sort of in shock because I never thought this would happen. I'm seriously hearing stuff I've never heard before on this CD. The bass is quite a bit more prominent, but without making anything else suffer. I've never heard these songs with this much clarity. The difference between this and the "FZ-approved" master is like night and day.  I've never heard the EMI CD but I'd be surprised if it sounded any better than this CD. Holy cow, Ray White just sang, "But you don't care ... if it's a lie" and it's completely dry, no reverb at all. The presence is pretty unbelievable. And it doesn't have that stale aftertaste ...

DUKEOPRUNZ: I've listened to the edit several times since I posted, Spence, and I've got to hand it to you - while the edit is apparent to someone who's listened to the album 1,000,000,000 times (as I have), it's about as seamless as one could possibly make it, and I don't really feel gypped out of my 10 seconds of guitar solo. 

DAVID G: I attempted a little experiment a while back...basically, I tried to see whether Spencer had been a bit overzealous, and whether it was possible to somehow get "more" of the guitar solo, while still making a convincing edit. My verdict: it isn't, and Spencer is amazing for pulling this one off.

MICHAEL PABST: I don't like the 1998 Spence Chrislu remastered versions (although better than Frank's), especially some of the edits and crossfades he did. Think the EMI CDs are still the best (despite the artwork). [Ed: Mike's presumably happy that the 2012 version went back to the way the LP sounded]

Japanese Paper-Sleeve Version (2001-2002)

Starting in 2001, Video Arts Music released a limited-edition series (2000 copies each) of Zappa CDs in paper sleeves - miniature LP sleeves. There was nothing special about this series other than the covers, which were very well done - inserts and "bonuses" were reproduced, the albums that originally had gatefold covers got little miniature gatefolds, and cover track lists were exactly as on the corresponding LPs, even in cases where the CD has bonus tracks or a different track order. Included in this series were some entries that never had "proper" LP issues, i.e. Läther. Additionally, some rarities--like the "green/gold" cover of Chunga's Revenge--were reproduced as special items in this run.

We need to stress that the sound quality of these discs matches the US Ryko issues, which they are clearly derived from. These are collectors items, not new remastered editions.

Late-2012-update: It appears as if the Japanese may be warming up the mini-LP ovens for a new batch based on the 2012 UMe remasters. We'll let you know if this happens.

2012 UMe CD

Mastered by Doug Sax with Robert Hadley and Sangwook "Sunny" Nam at The Mastering Lab, Inc. Sounds great and no longer crossfades "Dumb All Over" and "Heavenly Bank Account"; this is now exactly like the LP, and sounds great in the process. 


  • Any details on cassette versions?
  • The Japanese VACK 5044, Australian Ryko D30378 and Russian JPCD 9801102 CDs do belong in the "bad" bunch, don't they?
  • Any other details on the Russian CD?

Additional Informants

  • Record Collector magazine #171, November 1993
  • Marcelo Gasió
  • Neil Schlegel
  • Richard Kolke
  • Gonçalo Falcão
  • Ken Walter

home - vinyl vs CDs - weirdo discography - bootlegs - misc - hot lynx - e-mail us at zappa dot patio at gmail dot com 2006-04-22 20:02

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