I own an SA-3, one of the first pre's ever made by Counterpoint. I think it was made in 1983...anyway, I bought it second-hand for $350 and had Michael Elliot repair it (www.altavistaaudio.com) and it sounds excellent. The controls are old, so even after the repair there is some scratchiness while adjusting, but this is rare and on the balance and source switching so it's not too annoying. Getting to the meat of it, though, IT SOUNDS GREAT! Musical, open and airy. Good Bass, but not the deepest. If you buy an older model (like mine), have Eliott upgrade the volume control--big improvement! I use my SA-3 with a high-power solid state amp, and I find that it tames the nasties. Some of the coolness is gone and listener fatigue is reduced while playing CD's. Basically, you can do much worse than the Counterpoint, and it's pretty tough to do better--perhaps impossible given the price!