At $4000, the 140 is not a bad speaker which still provides some ProAc magic but the D40 is $12,000 retail so it's up against a lot of very good speakers. People in the past buy ProAc for it's magical voicing but the making is only worth 1/10th of the asking price. I have heard D38R but the magic is some what missing, I found it's highs jumping out and the Harbeth HL-5 has much better mid range. Also heard the D40 briefly but can't make judgement!