Pubul57, I don't have any direct experience with attenuators (though have done quite a bit of research on them). I have a long tome audiophile friend who has helped me for many years suggesting and auditioning gear. We have listened to alot of music together, live and recorded, and, not only do I trust his ears, but he has guided me a great deal into trusting mine. He uses attenuators - and has had the Ayre KXR, ARC Ref 5, Lamms, etc. While he says the preamps are excellent, and urged me to audition them, he uses attenuators (he only cares about sound, not how great expensive gear looks in his racks, convenience, etc). I was considering passives as my CD player was overloading my active preamp, but when I experienced the sound of my CD player direct into the amps, I just cannot believe adding any component (+ cables, etc) into that signal chain could possibly be an improvement. My decision based solely on how incredible it curently sounds and basic electronic theory. I feel the least manipulation of an audio signal, the best. While a passive would not necessarilly manipulate (definately not amplify, which usualy always distorts)the signal, it does add cables, etc (either transformers, resistors, etc) into that signal chain (and must be compatable with the rest of the gear in the chain). My turntable/preamp and my SqueezeBox/Dac still go into my active preamp - they did not sound as good direct into my amp (actually an external crossover) so definately compatability issues there. The CD player & crossover just seem to match perfectly. I really urge everyone with a CD player (or DAC) with a volume control to try the direct connection. You may be as surprised (actually, I was floored) as I was, and stil am. If I did not have volume capabilities on my crossover, I would already have a passive in my system.