I have owned a Levinson 39 for 4 years. Recently, I have been looking for a new CD player and have auditioned the upgraded Electrocompaniet 24/192 EMC-1, the Audio Aero Capitole 24/192, and the AudioMeca "Mephisto II" 24/192 player. All three of these are excellent sounding players, beating the 39 sonically by a significant margin.
However, none of them offer the full-featured user interface that the No. 39 does. Only the Capitole offers a volume control. None have the robust remote control of the 39. None offer the capability of inverting the phase.
I recently auditioned the 390S in my system. It does in fact offer a significant sonic improvement vs. the 39 while keeping *all* the user interface and convenience features of the 39 as well as the first rate build quality.
Does it sound as good as the Electro or the Audio Aero? I'm not sure as I didn't have both units at the same time. But I can say it is at least "in the same league". I had the feeling that judging purely by sonics I *might* have slightly preferred the Capitole 24/192, but I'd really have to compare them side by side to be sure.
But no matter--I have ordered the 390S upgrade for my 39 because I feel that for the money ($1650 installed) it gives me most if not all the sonic benefits of any of these players while keeping the obviously superior user interface of the Levinsons.
I'd say that for 39 owners this upgrade is a no-brainer. If you don't have a 39 and are looking to by a top notch 1 box player, you'd do well to audition an Audio Aero Capitole 24/192 and the Electrocompaniet EMC-1 with the 24/192 board upgrade as well as the 390S. If built in (analog!) volume control is important to you, the choice would be between the AA and the 390S. If the volume control isn't too important (i.e. you have a pre-amp), then be sure to hear the Electro too as it's built like a tank, sounds great and is cheaper than the other two.