Thanks Wayne but I don't know PERL (very well) nor do I have access to a Unix OS....
The only thing that's got me hung up is the file structure. There must be a way to maintain it in Foobar's Converter settings.... I just can't figure it out.
I can definitely convert a batch of .flac to .mp3, though... that's easy.... the results are a lot of files in 1 folder, though....
I must need something other than %artist% - %album%\%_filename%... Unfortunately everything I find on the web about it is a year old and the new Foobar doesn't work anything like the old one.

-C
EDIT... IT WORKED!!! "%artist% - %album%\%_filename%" Works! Just put that in the path settings of the converter and it outputs in the same structure as it is in FLAC!!! woohoo!
Thanks for the replies... and/or thoughts...