Here's a second vote for the Levinson 360S. I upgraded from an Aragon D2A2. Note that the 360S does not do 24/96 upsampling -- it does 24/384. The sound is both resolved and smooth and was a definite step forward in musicality of my system. Paraphrasing Madrigal's web page, "we are asked when we are going to come out with upconversion to give CDs 24/96 sound... why would you want us lower our standards?" Checki it out: http://www.madrigal.com/No360.htm
