Budget upgrade from Denon 1940ci DVD/CD?


Budget recommendation wanted.

What is an upgrade (not a lateral move) from the Denon 1930ci/1940ci Universal players with these criteria?

1.) Improved CD playback.
2.) I'd prefer stand alone unit than the an add on DAC.
3.) Same quaility picture w/ 1080P upconverting and HDMI.

The Denon is better than the cheap Oppo's so that is not an option. I owned one and the Denon is better.

Is the Cambridge Audio DAC Magic my only option? Or is there a better all in one budget DVD player?
128x128mjcmt
I forgot about Scott Nixon and will look into their DACs. A year or so ago when I had I high-end system I looked at the Scott Nixon DAC and end with the Benchmark as the DAC/preamp into a tube power amp. This time around I don't need to have a volume built in.
I looked at the Nixin DACs and now remember that I think the looks are a bit to weird for me (I like the conservative metal box) and that it uses a wall wart power supply. Unless I get a used one for cheap I may not be ready to invest in their DACs.
fpr an all in one dvp, with music playback being the priority, i'd opt for arcam.