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.
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.
Not too many good ones stock, but the McCormack UDP-1 is a good choice.

Since you dropped the upsampling requirement I'll weigh in. I went the non-upsampling route. I purchased an Alesis ML9600 CD player/burner and hard drive recorder (40GB) that was modified by Tube Research Labs($1500). I also purchased an Audion Mirror non-up/oversampling DAC available on Audiogon that has 4 DACs/channel with Burr-Brown op amps in the analogue section ($500). So far I am very happy with the sound I'm getting using the Alesis as a transport with the Audio Mirror DAC. If I want I can take advantage of the Alesis as a CDP and get upsampling as well.

TRL will mod just about anything, most notably the Sony 595 ($700). There are some TRL threads you may want to check out. Others you may want to look into: SimAudio Moon Equinox and Eclipse, Cary 308T (hard to find used), and Jolida JD-100 (don't be put off by the price and avoid the mods - unless you send it off to TRL). I also have checked out prior to my purchase the CEC TLZ-51 transport and Benchmark DAC ($2300). This was an impressive combination. I just decided that I preferred non-up/oversampling.

Good luck with your search.