The A3.2 is MUCH a more quiet preamp, not that the A3 was noisy by comparison to anything else available under $2k, yet the 3.2 seemed to have a layer of grundge removed that let a lot more detail shine through in a blacker background. This allowed far better front-back imaging, along with imaging outside of the speakers much better. The A3 however is a VERY pleasant sounding preamp, being warmer and more liquid in the top-end then the 3.2, clearly "colored" yet beautiful sounding, giving cd's a vinyl-like characteristic if that is clear, very addicting but not as transparent as many of the best. Both have killer bass performance, both miss SOTA level in the top-end and slight midrange fog. The A3cr is a little bit up front, the A3.2 a trace laid back, as if a 5 seat difference in a concert hall. The 3.2 can sound a bit clinical sounding, though it is highly transparent, much like the PS Audio PCA-2 in this characteristic but lively enough to keep you engaged from its stunning microdynamic and low-level detail retrieval. Both are great pieces, better then anything else I've heard or owned near their prices, fwiw.