The CDP 7TL MkI and MkII used the BB PCM-63 DAC chip, which is now obsolete and which also doesn't support the higher upsampling rates. Lector went to the BB PCM-1704 chipset in the MkIII when they couldn't get the 63's, and the upgrade resulted in better resolution with only a minor loss of richness and warmth, a good trade IMO, but those preferring the ultimate in a liquid, warm, rich sound (like Tennis) may want to go for one of the older models. I belive the MkII addressed several upgrades over the MkI including upgrades to the transport mechanism so the MkII would be the sweet spot, if that is what you are looking for. Brian Ackerman with AAudio Imports, the importer at the time of the model change from MkII to MkIII, told me only about 10 or so MkII's were sold in the USA before the change. I owned a MkII and was able to compare the MkII to the MkIII when I had both in the house. IMO the MkIII is the better player because of the improved resolution and bass definition, but both sound very nice.