Best sounding player under $3500 Used ?

You should listen to the Electrocompaniet, I find it to be very analog sounding player.

Also the Resolution Audio Opus.

I demo'd many cd players with my rig (AP Virgos, ML383 amp, Mcintosh mr-77 tuner, oracle mkIII turntable, sistrum rack, jena labs and acoustic zen cabling) and found the Audiomecca Mephisto II cdp to have the most rich, organic and I suppose "analog" sound. I have seen them for sale as low as $2,800 although it is worth upgrading the db9 cord to the power supply with the new IIx cord for a couple of hundred bucks. I haven't heard the Ayre that others describe above (although I have noticed quite a few proponents of that cdp) but have auditioned the audio aero capitole and preferred the mephisto. I don't think you would be disappointed with an audiomecca at this price level if you can find one used. IMHO, the Mephisto II strikes me as currently the finest redbook player in your price range.

The Audio Aero Prima is one of the best sounding players period and it can be had for less than 2k new.

used Mephisto IIx transport + orignal Meitner/Melior Data II (John Wright-modded Bitstream) dac. Oops! Sorry- that's not a 2-box solution, but that's most likely what I would do with $3,500 max...