What's Absolute Best Upsampling CD Player $2K-$3K?

I'm looking in buy a USED CD player to upgrade my system. I want to spend $2000 - $3000 for a good used upsampling CD player. My amp is Classe 401, Piega P10 speakers and Krell HTS 7.1 Pre-Pro. I'm presently using a Marantz DV8400 double-duty for audio and video. I can keep the DV8400 for DVD's and get a good dedicated CD player for red book CD's.
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The tray and puck arrangment are not a problem, even with a shelf above. Easy to reach, right in front.
Obviously this is system dependent. There are many in this price range. I would look at Cary, Ayre, Meridian and Musical Fidelity.
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Tvad & Germanboxers: FYI - Alex' latest bit of magic is to DOUBLE the number of DACs/channel, so there are now 4 DACs/channel. With my old DAC's only having about 150 hours on them, cold out of the box the new mod sounds like the upsampling is on, BUT ITS NOT!! WHole new level of transparency and musicality when the Upsampler is on, and again, this player is nowhere close to being broken in yet.