In response to Jtinn warning you away from the Levinson 39. He is correct about it being replaced by the 390 but you can buy a used 39 between 3,000 and 3,500 and at that price there isnt a cd player that even comes close to the 39 even at full retail which is 6,000 it is a hard player to beat. The 390 will cost around 7 or 7,500 and that is a very big investment. The 39 just won best of 2ooo or 2001 as far a cdplayer goes and thats pretty impresive seen how long it has been in production. I would encourage you to read all the reviews on the 39 and also take one home and once you do all of the above I know you will be sold as was I. Good Luck