dear mr. teajay,
i have no problem having a disagreement with an experienced listener such as yourself. there is no question, as i stated previously, that some newer players (many of which cost upwards of $10,000) offer more detail and in many audiophiles' opinions a more musically realistic sound than the ml-390S. BUT a used 390S is comparitively inexpensive, built like a tank and is (STILL) an awfully good-sounding cdp. i too have upgraded my m.levinson 360s/37 to a newer, "better" digital front end- EMM labs DCC2-SE/CDSD-SE. I immediately noticed a marked difference- the EMM stuff uses a whole different set of mathematics to convert the ones and zero's which can sound "odd" to someone (like me) who had never heard this before. it also revealed more details, had a lower noise floor, and therefore i was fairly satisfied with my (not so cheap) purchase. but guess what? IMHO it did NOT make my levinson gear sound "unmusical" in any way, shape, or form. the ML components still, in my frame of reference (otherwise known as my opinion), had superb bass, very open and airy sounding, and very smooth. the EMM's treble WAS cleaner and less hashy, but not night and day- more like "X" percent- i would have a hard time stating a "number" here, but it would not be all that large.
if i took the levinson stuff out of the closet and re-installed it, my 30 or so SACD-only discs would get dusty, but i would still have music, GREAT sounding music, to enjoy just as before. i have very good wire, ML-33H AMPS (OH, OF COURSE, THAT MUST BE THE PROBLEM RIGHT THERE!), and von-schweikert vr-9 speakers, which are sufficiently revealing, so perhaps the problem is my hearing, which i am the first to admit is not as acute as some people i know (or at least they seem to hear minute differences i cannot).
anyway, all this does not make me right or anything like that, but every review i've read in both audio mag's over the course of several years has had positive impressions of levinson digital, and often IN COMPARISON with other, sometimes very VERY expensive digital gear. so if someone was dumb enough to spend $4000 on a used 390S just because i said go do it, they might hate the sound, but perhaps 7 or 8 times out of 10 they might agree with me that they DID NOT have to spend $10K, or even $20K, on esoteric or emm or whatever (how much was the acoustic arts player you now enjoy?) to play redbook cd's and get a very big chunk of the available information off the disc. another point i might make here is that even compared to my aries turntable, the levinson front end held its own providing the cd was recorded in a competent manner. gee that's odd, i spent just around... $4000- for the aries/arm/cartridge (a benz M-09).
i use a lucaschek phono stage, which is supposed to get the job done with minimal fuss (adjustments).
anyway, i would sincerely hope that if someone who has actually done the comparing can pick out some cdp's in the $3k to $5k range (used, so we are comparing apples to apples), that sound markedly better than the levinson, then that would obviously be preferable. i just don't think it would be an easy task.