I listened to the 390S in my system Saturday.
I thought it sounded significantly better than my 39--more liquid, smoother, less "edgy", more "analog-like".
I didn't even need to A/B to appreciate the difference.
I have signed up to have my 39 upgraded. The cost is $1500 (not $1800 as someone reported). Another $500 if you want the new faceplate too.
One negative--the 390S's digital inputs do *NOT* accept 24/96 signals. Disappointing. Their 360 and 360S DACs can process these higher resolution digital signals, so I'm surprised they didn't incorporate this into the 390S.
For those looking for a new CD player (as opposed to 39 owners), I'd strongly advise listening to the Audio Aero Capitole and the Electrocompaniet 24/192 upgraded EMC-1.
I thought both these were at least as good sounding as the 390S (although the Levinson has a much nicer user interface and several useful convenience features lacking on the others. Plus the Electro lacks a volume control).
But for 39 owners, the upgrade represents a worth-while improvement in sound for the $$.