Meridian 508.24 or Levinson 39 ?

From what I have read about these two players, they are both outstanding. The Levinson 39 can decode HDCD and has digital inputs, which makes it useful as a DAC for my other cd player. The Levinson is about double the cost (used) than the Meridian though, and I would like to know other people's thoughts about the differences between the players, and whether the cost difference is justified.

I would also like to get some opinions about whether it might be better instead to look for a cd processor that can upsample 24/96 or 24/192, such as the Cary players. Neither the 39 or the 508.24 will upsample. My preference would be to keep the cost under $2k, but I don't want to exclude other options. My current system is: Marantz cd-67 se, Audio Research LS-15 pre-amp (tube), Audio Research 100.2 amp (solid state), PSB Stratus Gold i speakers, and Kimber Select cabling. Thanks.
Don't ignore a used Electrocompaniet EMC-1 for $2k...and you can add the 24/192 upgrade DAC later.
You may be interested to know that the Levinson 39 has been replaced by the Levinson 390s, which I consider to be an indentifiably better-sounding player. The Levinson site has a detailed product description. Unfortunately, it is expensive and so new that it would be unusual to find a used one for sale. Good luck!
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The Resolution Audio CD 55 is every bit as good as the 39 for half the price. I've owned them both.
I personally didn't like the 39. They don't use Burr-Brown Dacs inside. Why don't you consider a resolution audio cd55, Sony SCD-777 with another DAC or Mod, a theta gen 5a with a theta miles as a transport.

Better yet keep your Marantz CD as a transport and use a Pass Labs D1 dac. It has volume control (so you don't need a preamp).
I've auditioned both about two years ago. I found the Meridian 508.24 a little more smooth sounding. It was a difficlut decision, but the instruments had a more distinct amount of air around them. The ML39 sounding a bit cold in comparison, while the Meridian sounding more natural. Of course, your other components and cables will make a difference. You should try to demo them side by side in your system if it's possible. Most importantly, music is in the ears of the beholder! Go with what sounds best to you. Also I've heard that the ML39 doesn't like CD-R's, so if you're burning your own compilation of music, this could be the deciding factor.
I also once owned a No. 39. Replaced it with the Audio Aero Capitole 24/192. Considerably better -- in ALL respects.

You should add the Capitole to your short list to audition before buying.

I auditioned many CD players (& seperates) but always came back to the Audio Aero, as it was the only digital source I heard which could "keep up" with my hot-rod analog front end.
To me the no39 sounded cold and analytical.

I'm still sitting on the fence between a used
508.24 and Cary 303. I do believe they stand
alone in the $1500 price point (used). I got
a nice reply from Harmonia about the Cary 303,
but I'm still totally unsure which way to go.
If only I had the money to buy both and resell
one of them. I wish someone would post a real
detailed comparison between them as I know others
have found these 2 players to be the value leaders!

Someone speak up on the Cary & 508.24; We need your
help! Thanks!!!!!