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Equipment Review

March 2003

Mark Levinson No.390S CD Player

by Marc Mickelson


Review Summary
Sound "'Silky neutrality'" -- "openness, airiness, and spatial detail galore along with physicality in the bass"; "portrays contrasts in tonality and dynamics with absolute resolution"; "forever neutral and detailed."
Features "Many features -- there is a 69-page manual to fill you in"; can be used as a CD player or player/digital preamp directly into an amplifier; single-ended and balanced output, the latter taking advantage of the player's fully balanced circuit.
Use Sounded its best used directly into a power amp and better still direct via its balanced outputs, but "a joy to use" no matter its function in your audio system.
Value "While other CD players will deliver sound that's different from that of the No.390S, I doubt that CD playback can get much better in any real way."

Perhaps more than any other brand name, Mark Levinson is synonymous with cutting-edge CD sound. With its introduction in 1992, the very pricey No.30/No.31 DAC/transport combination became the first audiophile standard for CD playback. Thereafter, the No.39 CD player lowered the price of Levinson digital performance and housed it in a single chassis. The Mark Levinson digital lineup has grown considerably with the addition of other DACs and another dedicated transport, but the build quality of Levinson digital equipment has remained very high, and the ergonomics are second to none. If you've owned Mark Levinson digital components, you've owned among the very best available.

And as digital sound has progressed, so has Mark Levinson. Significant upgrades have caused the No.30 to become the No.30.6, and the No.31 to morph into the No.31.5. Introduced in 1996, the No.39 remained unchanged for a number of years until it was upgraded to the No.390S and thereafter discontinued. Significant enhancements include a complete redesign of the No.39's digital-to-analog converter module, output stage, and volume control, all of which are now implemented on four-layer Arlon 25N circuit boards, as is the case with other Mark Levinson S-series and Reference components. First used in the No.32 Reference preamp, Arlon 25N is said to be a "superior material" that offers "superb dielectric properties." It is also more costly than the standard glass-epoxy substrate used for most circuit boards. The No.390S's digital-to-analog module uses multi-bit Analog Devices AD1853 DACs in a fully balanced configuration and increases bit depth (approximates is a better word -- you can't create what's not there to begin with) to 24 bits and upsamples to 384kHz. Madrigal calls the new output stage "ultra compact," and it is said to decrease noise and "parasitic effects" to "vanishingly small levels." The No.390S's volume control is an offshoot of that used in the No.32 preamp and is fully balanced. It's important to note that this volume control is implemented purely in the analog domain, which means that the No.390S doesn't decrease digital resolution at low levels as digital volume controls do. You can also switch the volume control completely out of the circuit.

In its size, looks and functionality, the No.390S is identical to the No.39, all the better for easy upgrading, which is an option for No.39 owners. Both measure a compact 15 3/4"W x 3 7/8"H x 14 1/3"D and weigh roughly 30 pounds (50 pounds is the specified double-boxed shipping weight). Both play CDs only (although the No.390S can decode HDCDs and 24-bit/96kHz data), offer a plethora of user niceties, can control volume and thus be used without a preamp, and are built to the very high Mark Levinson standards. I won't go into detail about the No.390S's many features -- there is a 69-page manual to fill you in -- but I will mention that I love being able to change polarity from my listening seat and, when the No.390S is used directly into a power amp, control volume too. The No.390S's beefy remote control always hits its target -- no waving the remote to get commands noticed -- and the player's LED panel is large enough to read from across the room. The No.390S's thin all-aluminum drawer opens and closes with silky and reassuring precision. This CD player is a joy to use.

Analog outputs are both single ended via proprietary Madrigal-designed RCA jacks and balanced, the latter of which takes full advantage of the No.390S's balanced circuitry and its noise rejection. Digital outputs are S/PDIF (on an RCA jack) and AES/EBU, while digital inputs are also S/PDIF (RCA) and TosLink. The player's master power switch is around back, but taking the player from standby to operate is accomplished via a front-mounted button. Rear-mounted communications ports allow connection to other Mark Levinson components for total system integration.

Finally, I must comment on something that's not covered in the No.390S's manual or its marketing materials: the unmistakable luxuriousness of this CD player, and every other Mark Levinson product I've reviewed. If you question that a CD player has to cost the No.390S's $6700 USD price, you need to use this player for a few days. You'll be hooked. It's obvious to me that there are some very observant people at Madrigal helping to design Mark Levinson products.

Review system

The No.390S was used in two rather different systems. The first was my reference setup: Wilson Audio WATT/Puppy 7 speakers driven by Lamm ML2 mono amplifiers. Lamm L2 and Audio Research Reference Two Mk II preamps controlled volume and switching. Interconnects and speaker cables were from Stereovox (SEI-600 and LSP-600), Analysis Plus (Solo Crystal Oval and Solo Crystal Oval 8), or Shunyata Research (Aries and Lyra). Power cords were Shunyata Research Anaconda Vx, Taipan, and Python. Power conditioning and distribution came via a Shunyata Hydra or Sound Application XE-12S with 20A Elrod Power Systems power cord. The second system consisted of Magnepan MG1.6/QR speakers driven by either Mark Levinson No.383 or Unison Research Unico integrated amps. Cables were by Analysis Plus, and power cords were again from Shunyata Research, with a Shunyata Hydra also in use.

I used the No.390S as both a dedicated CD player and directly into my Lamm power amps, via both its single-ended and balanced outputs. The No.383 integrated amp allows easy matching of output levels, so I was able to switch between balanced and single-ended use with the No.383's remote control -- what a treat! On hand for comparison was a Mark Levinson No.39 CD player as well as an original (not Mk II) Audio Aero Capitole 24/192 player, which also sports its own volume control.

The many faces of the No.390S

As I've outlined, there are many ways you can use the No.390S: as a CD player (via its single-ended and balanced outputs), as a digital-to-analog preamp and CD player (also single-ended and balanced), as a CD transport, and as a digital-to-analog converter. This is a testament to the No.390S's incredible versatility and also a challenge for anyone attempting to review it. Luckily, in all of its possible permutations and combinations, the No.390S retained its sonic signature, but it did excel in certain ways, which I will mention.

"Silky neutrality" is the phrase in my notes that neatly sums up the No.390S's sound. The No.390S reproduces music from the highest highs to the lowest lows with exceedingly low coloration, if any, but the overall sound is always pure and sophisticated. There is openness, airiness, and spatial detail galore along with physicality in the bass. While some listeners may find the No.390S to sound lean -- particularly in systems that tend toward leanness to begin with -- I'm convinced that this will be more an impression gathered after listening to a rather full-sounding CD player or DAC, not an absolute assessment of the No.390S. If you don't like the truth, don't blame the No.390S, because the truth is what you'll get from it.

Of special note is the No.390S's uncolored midrange that still manages to sound palpable and human. Voices have no wispy, hi-fi-ish quality, but rather sound realistically balanced. Greg Brown and Roseanne Cash are vocalists with very different styles, but through the No.390S, both singers' voices sound lifelike and utterly right. On Further In [Red House RHR CD 88], Brown is chesty and warbling, and the No.390S neither adds to nor subtracts from the presence that Brown always has. And on 10 Song Demo [Capitol 32390], Cash is more forward than Brown, and her more breathy singing comes through with extreme clarity. Small details like Cash's counting at the beginning of "Western Wall" are whispery soft yet apparent, just as, I suspect, the microphone picked them up.

The No.390S's bass is very deep and imparts power not through exaggerated weight but rather through its intrinsic drive and slam. Separating bass and drums is never a problem -- if it's there in the recording, that is. Does your CD collection include some Guy Clark? If not, you're missing the work of one of the great living songwriters. "How'd You Get This Number" from Boats to Build [Asylum 61442-2] has some swinging, atmospheric bass, and the No.390S's definition helps push the tune along without the bass turning muddy, which it can with a lesser CD player. And if a recording has really low bass, like the rumbling that happens at the beginning of "Joe Slam and the Spaceship" from Harry Connick's She [Columbia CK 64376], you'll hear all of its depth, weight, and power with the No.390S.

Some components, even very pricey ones, require that you get used to their portrayal of music, which is sometimes easy and sometimes not. This isn't the case with the No.390S, which always presents the bits it decodes with ultimate musical authenticity. Want to hear how the original CD version of Glenn Gould's Goldberg Variations from 1955 [CBS 38479] stacks up against the remastered version in the A State of Wonder [Sony Classical S3K 87703] set? Listen to it on the No.390S.

What you don't get from the No.390S is any darkness that can often make well-recorded CDs sound more like LPs -- and poorly recorded CDs sound more agreeable. Instead, the No.390S portrays contrasts in tonality and dynamics with absolute resolution. My favorite remasters, and the best you can buy in my opinion, are JVC XRCDs. Playing any of the Reiner/Chicago Symphony remasters, the No.390S displays its full complement of sonic merits. Beethoven's Symphony No.7 [Victor JMCXR-0006] sounded as big as my room would allow, tonally pure, highly detailed, captivating. I don't think I've heard a CD player in my system that reproduces classical music to the same high level of the No.390S. I suspect it would have great utility in a mastering suite.

And this brings me to the issue of how to best use the No.390S. While it retains all of its sonic acuity when used via its single-ended outputs and into a preamp, it opens up more and sounds even a touch more detailed when used balanced and directly into an amplifier. I experimented with the No.390S by engaging its volume control while using the player with and without a preamp, and it's clear that the No.390S's volume control adds far less to the sound than my Lamm L2 preamp or the Audio Research Reference Two Mk II -- and very little overall. And then there are the user niceties of the No.390S's remote control -- volume, balance, polarity -- that non-remote-controlled preamps like the Lamm L2 lack. If you're considering the No.390S, you should definitely listen to it direct and balanced. I used  two very good preamps, but the No.390S sounded better on its own.

The only knock against the No.390S, and a possible a deal-breaker for some audiophiles nowadays, is its inability to play SACDs and DVD-As, both of which are becoming more and more prevalent. Yes, there are some very interesting universal players to consider, but preamps do come with more than one set of inputs, and I would wager that you, like me, have far more CDs than anything else. I'm sure that Madrigal is working on a universal player, but judging from the way the company has led high-end audio's digital charge, this will not be an easy product to bring to market quickly at the high standards of Mark Levinson digital equipment. For now, the No.390S is a good stop-gap, making the transition from CD to SACD and DVD-A seem a little less urgent.

390S vs. 39 vs. 24/192

I've used a Mark Levinson No.39 as both a standalone CD player and transport for quite a while, and I've always enjoyed its take on the music. But with the availability of the No.390S, the No.39 was discontinued. This could have been a matter of too close a price differential (a mere $700) or the fact that the 16/44.1 DAC chips used in the No.39 have probably long been discontinued. Whatever the reason, it would be difficult to sell many No.39s with the No.390S around given its upgradeable architecture.

In terms of sound, these two players are close -- virtually indistinguishable, in fact, on some recordings. But the more I listened, the more I came to appreciate the slightly greater ease of the No.390S and increased air around performers. The No.390S's soundstaging was just a bit more convincing, drawing me into the recording more. The most obvious difference was in the bass, where the No.390S has more power and authority. Spain's The Blue Moods of Spain [Restless 72910], one of my favorite tests of bass depth and weight, had more grunt down low, and the music benefited from it.

Given the close sonic characters of the No.39 and No.390S, I listened to the Audio Aero Capitole 24/192 CD player just to recalibrate my ears. This was not the currently available Mk II iteration but rather the original unit. The Capitole 24/192 sounded very different from the two Mark Levinson CD players; it certainly deviates from the No.39's and No.390S's brand of neutrality. The entire bass region, for instance, was richer, especially from the midbass on down, and more enveloping -- more plump. I wondered immediately if this was one of the reasons Doug Schneider liked this player so much. Could it have added some weight to the sound of the minimonitors that Doug reviews so often? The Capitole 24/192's top end was sweeter than that of either Levinson player, but also not as airy and incisive. Overall the Audio Aero player sounds voluptuous and friendly, the two Levinson players more detailed and neutral.

But the real question is if the upgrade from the No.39 to the No.390S is worth the cost. The field upgrade (to be done by a Mark Levinson dealer) without a new faceplate is $1500, the factory upgrade without faceplate is $1800, and the factory upgrade including faceplate is $2300. At the very least, going from a No.39 to a No.390S will cost you 100 CDs, perhaps 125 if you buy a number of them used. If you want the upgrade done at the factory and to include a new faceplate, it'll cost you 150 CDs. Yes, the dollar amount is noteworthy, but so is the music you may be missing by not sticking with the No.39. On the other hand, if you're into protecting your investment in audio gear, you almost have to upgrade so your player is up to current production.

In the end, one player is the winner in terms of cost, the other in terms of overall sound. But I'm torn. The reviewer in me needs to use currently available gear, but the music lover in me always wants more CDs. Which kind of listener are you?


Because of its versatility and rich feature set, the Mark Levinson No.390S is unique among high-end CD players. It's easy and fun to use, and its sound is forever neutral and detailed. But to get the most from the No.390S, you need to use it directly into your power amps and via its balanced outputs, where it produces sound that's even better able to convey the character and grace of each recording. If your system has only one source, such a configuration will simplify your audio life and require one less set of interconnects and no separate preamp.

With SACD and DVD-A growing in stature, a pricey CD-only player is a tough sell. But if CD is your thing for now, check out the Mark Levinson No.390S. While other CD players will deliver sound that's different from that of the No.390S, I doubt that CD playback can get much better in any real way.

...Marc Mickelson

Mark Levinson No.390S CD Player
$6700 USD.
Warranty: Five years parts and labor.

Madrigal Audio Laboratories, Inc.
P.O. Box 781
Middletown, CT 06457
Phone: (860) 346-0896
Fax: (860) 346-1540

E-mail: admin@madrigal.com
Website: www.madrigal.com

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