ARC CD3mk2

I see many ARC CD3mk2's for sale, and as an owner of one am curious what these owners are moving up to.
I own the same player and I am considering the CD5. I am going to audition them both in a few weeks side by side. For the audition I am including some Classe players to compare. I currently own Audio Research CD3mkII, Audio Horizons Pre, two CA-150's and Tyler Signatures. The cables are also from Joseph Chow and they seem suited to my system.
Good Hunting. Steve

I went trough this a couple of months ago. I compared a number of players including the ARC CD5. In the end I chose to buy a used very late Ref CD7. I felt it was better than the CD5 and much better than the CD3 mk2. It was also cheaper than a new CD5. I did not get to compare the CD7 to the PS Audio which I think might be interesting. I also did not get a chance to hear the CD8. My dealer did not have one. I also liked the Esoteric X05 but thought that in my system the CD7 sounded better.
Hi Lostbears, Did you find the X-05 a worthwhile upgrade from the CD3mk2?

I thought the X05 was a bit better than the CD3 mk2 but I did not get to hear them back to back in the same system. A that point though I thought the CD5 was a better match for my system. The rest of my system is also Audio Research LS25 mk2/Ref 110. I have to say that I really love the CD7. It has the most analogue sound I have heard in a CD player. It is detailed but smooth with a rightness that I can't explain. I think it may have something to do with tube power supply. Originally my plan was to try and find a used CD5. But after having the CD7 in my system for a week I could not part with it. It was a dealer demo and more than I wanted to spend. But it is so much better than anything else I have heard.
I went from the CD-3Mkll to the GamuT CD-3 Mk4, I auditioned the CD-7 but liked the GamuT's sound more.
Thanks for the help.