If you own a 39, this one is a no-brainer. The sonic improvement afforded by the upgrade is quite significant. No A/B comparison is required to be convinced that the 390S sounds a lot smoother, more organic (more "continuous" seems to be the hot word these days).
I have had my 39 for more than 4 years, and it is been a fixture in my system while everything else has changed around it (more than once!).
But when I was recently comparing the 39 to the latest upsampling CD players (Audio Aero Capitole, AudioMeca "Mephisto II", Electrocompaniet EMC-1 24/192), it was sadly clear that digital technology has moved past the old 39.
I say "sadly" because none of these hot new players offer nearly the convenience features, user interface, build quality, or (IMHO) good looks of the 39.
I mentioned this in my previous reply but didn't elaborate. Here are the significant features of the 39 lacking on one or all of these other players:
1. absolute polarity reversal
the 39 has this ON THE REMOTE. None of the others
has this feature at all!
2. L/R balance adjustment
again, on the 39's remote. Missing from all the
3. volume control
39: analog domain volume control on the remote
with 0.1 dB steps.
of the others, only the Capitole has volume control
(also analog, also accessible from the remote).
But the volume "steps" with the Capitole are much
larger (even though the remote triggers a motor that
turns the volume knob)--too large, IMO.
39: big, easy to read red display.
3 intensity levels plus "off", all remote
Can be adusted (from the remote)
to count up or down, total time
or current track. Retains setting even when
placed in "standby".
others: display cannot be dimmed or turned off.
smaller display--hard to read from across
the room (at least for these old eyes).
some cannot count down total time remaining
(my favorite mode). Others (EMC1) revert
to default between CDs (how annoying!).
5. Behavioral "quirks"
39: none. everything works like it should every
time. You have to be a bit careful loading CDs
into the thin tray to avoid jamming them.
EMC1: none (except the reversion to default display
mode when CD is changed).
tracking problems with the Mephisto II on
Capitole's top loading door frequently gets
"confused" and thinks the door is open when
it is closed and vice versa.
39: solid, heavy, machined out of an aluminum block.
others: EMC-1: cheesy, cheap plastic remote
Capitole: overly complex LCD touch screen
remote--totally non-intuitive. I
understand that the importer may have
replaced this recently with a simpler
Mephisto: I honestly don't remember. I think
it was the plastic, light-weight
7. repeat feature.
39: can repeat entire disk, single track,
or between any two arbitrary points in time,
all from the remote (I find the latter
particularly useful with pure tone test
CDs--I can set the 39 to simply repeat a
10 second single sin wave tone indefinitely).
others: none can repeat an arbitrary interval.
That covers the features of the 39 that are most useful to me that the others don't have. The 39 has other nifty stuff, though, that others may value. For example, for any CD, you can program the 39 to play any subset of the tracks in any order (skipping any tracks you don't like). The 39 *remembers* this programming whenever this CD is played (!) (the programming can be over-ridden, of course). You can even program the *absolute polarity* on a track-by track basis!!
Anyway, about the sound. The 390S upgrade moves the Levinson into the 21st century sonically. A big improvement vs. the 39. I place the sound of the 390S in the same league with the 24/192 oversampling players mentioned above. Is it every bit as good or better than these other players? I'm not sure, as I listened to the others before I had the 39 upgraded. Maybe (just maybe) the Capitole or the EMC1 beat it by a hair. But the 390S is certainly close enough sonically that, for me, that long list of features easily makes it the one box player of choice.