Meridian 508.24 or Levinson 39 ?

From what I have read about these two players, they are both outstanding. The Levinson 39 can decode HDCD and has digital inputs, which makes it useful as a DAC for my other cd player. The Levinson is about double the cost (used) than the Meridian though, and I would like to know other people's thoughts about the differences between the players, and whether the cost difference is justified.

I would also like to get some opinions about whether it might be better instead to look for a cd processor that can upsample 24/96 or 24/192, such as the Cary players. Neither the 39 or the 508.24 will upsample. My preference would be to keep the cost under $2k, but I don't want to exclude other options. My current system is: Marantz cd-67 se, Audio Research LS-15 pre-amp (tube), Audio Research 100.2 amp (solid state), PSB Stratus Gold i speakers, and Kimber Select cabling. Thanks.