the real improvement comes with the mk3 upgrade. the entire digital board is removed as well as a change to the back panel. the clock gate is not needed anymore and is not on the new panel. there is also a connection for a subwoofer which you can set the xover digitaly and it also comes with a built in digital parametric equilizer.as far as the transport goes it is very important. tact usa is not a real believer that transports make much of a difference. they used to use nad as nad was part of tact when peter lyngdorf owned tact as well as associated with nad. if you look at the nad silver series you will see the same chasis of the tact 2150 as well as the room correction 2.0 or 2.2x. the best improvement of the millenium is taking the mk3 to a company named the upgrade company or mrhiendaudio@aol.com and have it upgraded from there. the amp now takes on a analog sound totally different than the digital sound that all tact gear has stock. i have had my millenium from a mk1 to a mk3 and now upgraded by the upgrade company. the sonic results is short of amazing compared to the stock unit. this company upgrades cd/dvd players. the combination of a good upgraded transport and upgraded millenium will have you no longer searching any longer for that " best of bests".