From what I understand when you upgrade like that your never really 100% there. I had the 39 not to long ago and it sounded great as it was.
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My understanding is that as far as sound goes, an upgraded 39 should equal a new 390S - the difference is simply cosmetic: you don't get a new faceplate unless you pay up another (outrageous) $1500 if I recall correctly. The people looking for a "non-upgraded" model want the face plate so that they can pose in front of their cognoscenti friends :-) If your after sound it should not matter - give Levinson tech support a call if you want to be sure, they are really helpful.
I happen to own a 390S which I bought recently. I managed to get a new one discounted by 20% - it is possible. Be aware that Levinson don't allow their dealers to sell out of area - which can make buying a demo unit difficult - if that happens to you phone Levinson and complain like hell. [It's the one thing about the brand I dislike - I almost bought Wadia because of that!]
Also, if I recall correctly, Levinson products bought after Jan 1st 2003 do NOT have a transferable warranty. So, that might also factor into how (used/new/demo) and where (dealer/audiogon) and what (how old?) you buy...
That said, if you can do without the looks the Resolution Audio is a good deal cheaper and very highly respected. I might have gone with Camelot too as I had/have a good transport to hand.
Interesting point about the transferable warranty. The manual for the new 431 and 432 amplifiers states in the warranty section: "The balance of the waranty is transferable only if the used product is purchased from an authorized dealer." Since I travel a bit, I have the luxury of visiting multiple dealers. So, I can price shop and also avoid sales tax by having them ship the product to me back home. I've been offered a 20% discount so far but am looking for closer to 30% to seal the deal. So, i was looking for a used or demo unit to get a better deal. I've only come across one delaer so far who had a demo 390s and he was only offering 20% on it.