[SoundStage!]Home Audio
Equipment Review

June 1999

Mark Levinson No.39 CD Player

by Marc Mickelson


Review at a Glance
Sound Spacious, resolving and focused sound, but composed and "charming" too; used directly into an amplifier increases its strengths, with the balanced outputs being another step in the same direction; makes a strong case for the necessity of HDCD encoding.
Features Too many to cover in anything less than the 55-page manual! The most significant ones are the No.39’s ability to drive an amplifier directly and accept digital inputs, so it can be the preamp of in an all-digital-sources system.
Use Fits nicely on even narrow equipment racks; user manual is concise and complete; remote control is very powerful, so off-axis commands hit their mark.
Value Can replace your preamp and add remote-control functionality to your system -- and it plays CDs beautifully too.

CD players are a harder sell these days than they were a year ago, and everybody knows why. Something new -- DVD-Audio, DSD/SACD, 24/96 PCM -- is on the horizon, but which new format will become a household word is everybody’s guess. To jump on my soapbox, I hope that the people in charge will do what’s best for consumers, creating discs that will be playable in more than one type of player -- and that one of these will be a current DVD-Video player, which has an installed base in the many millions and models that cost less than $500. This means, however, that the braintrust would have to make it easy for you not to buy the new hardware that they will also be peddling -- and this is not likely. So as the financially interested parties sweat the details, audiophiles are left wondering, and makers of CD players are mired in a period of slower-than-anticipated sales. The CD was good for the electronics industry, revitalizing sales of audio equipment of all types, but the next digital format has proven in its infancy to be something of a burden.

This is certainly a time of digital restlessness, which sorrowfully obscures substantial CD players like the Mark Levinson No.39, whose sonic performance conjures strings of superlatives and whose features can’t be matched in any source component I know of. If you want the Cadillac in single-box CD playback, the No.39 fits the bill nicely. And if you are worried about The Next Big Thing in digital, the No.39 may ease your worries due to its robust feature set and terrific sound.

Mr. Wizard’s CD player

The No.39 is one of the most feature-laden pieces of audio equipment you can buy. It does much more than just play CDs, and this is why Madrigal refers to it as a "CD processor." In addition to the common functions that just about every CD player has, the No.39 adds convenience and programming features that are inspiring and fun to use. At the top of the list is the No.39’s ability to act as control center for an all-digital system. It not only provides inputs and switching for multiple digital source components, but can also drive an amplifier directly via its variable analog outputs -- single-ended and balanced pairs of them at that. The No.39 has robust programming capabilities, allowing you to not only program a playlist for each disc, which it remembers, but also the polarity for each track. The No39’s hefty remote mirrors the functionality of the front-panel buttons, meaning that you can adjust away from your listening chair. Input, volume and balance are accessible from the remote, as are all other features you can find in the manual. Smart.

The technology at work in the No.39 is no less inspiring. Between the point where the disc spins and the analog signal emerges are a number of well-thought-out enhancements whose only aim is to improve performance. Chief among these is the proprietary Closed-Loop Jitter-Reduction system, which separates the recovery of the digital data from the task of maintaining consistent jitter-free output, allowing for, in Madrigal’s words, "each task to be performed more accurately." The No.39 also utilizes dual-differential 20-bit DACs, meaning that two digital-to-analog converters are used per channel to cancel out noise generated by either in the pair. This also means that in theory the balanced outputs will provide slightly better performance than the single-ended ones -- more on this later. There’s also a separate power supply for the No.39’s digital-to-analog conversion module; Madrigal maintains that this allows "the dual-differential DACs to realize their full potential," presumably in terms of their theoretical 120dB dynamic range. The No.39’s back panel is full of inputs and outputs: both single-ended (via heavy-duty custom-made RCAs) and balanced analog outputs, coaxial/RCA and AES/EBU digital outputs, and coaxial and TosLink digital inputs. The No.39’s power cord is detachable, so you can experiment with your favorite after-market cord.

And the goodies don’t stop with the features and engineering -- not even close. The No.39’s double-container packing shows the earmarks of considered thought and doesn’t just act as a traveling case for the player, and the well-written 55-page user’s manual explains all of the No39’s functions clearly. Oh, and the remote is so powerful that I was literally able to shoot it through a screened window to control the player from outside, so off-axis commands --even those bounced off the ceiling -- are no trouble. I also like the No.39’s four levels of display brightness (including completely off) as well as the way it tries to tell you when you’ve pushed a key or sequence that doesn’t quite compute -- "NO TRK 13" appears when you enter 13 while playing a 12-track disc, for instance. The No.39 is also way beautiful, its custom silver-matte buttons acting as visual counterpoint to the blue-gray all-aluminum exterior. It fits easily on the shelf of my smallish Target rack, its 15.5"W x 14.5"D x 4"H size leaving lots of room above and to the sides.

I could keep going, but let me state the obvious instead: Madrigal hasn’t missed a detail with the No.39. But if you don’t need all of the bells and whistles, you can use it as a simple CD player too.

Review system

The No.39 took its place in my reference system: ProAc Response Four speakers driven by Lamm ML1 or ML2 monoblocks, Lamm L1 linestage, JPS Labs Superconductor2 interconnects and NC Series speaker cables, Audio Magic Tubed Interconnect, Bright Star Big Rock bases and Little Rock pods, and a pair of sand-filled Target equipment racks. Power cords in use were a melange from API, Audio Magic and JPS Labs. I also had on hand during the review period the Audio Aero Capitole power amp, so I put it to use with the No.39 too.

For comparison, I had my long-standing reference digital setup: Timbre TT-1 DAC connected to a Wadia 20 transport via a Marigo Apparition Reference Series 3A digital cable. Over time, this combination has proven time and again to be my runaway favorite, having a collection of traits -- ease and grace, spatial resolution, driving low frequencies -- that I simply can’t live without. In fact, the Timbre DAC is the oldest piece of equipment in my system because it has vanquished all competition -- no small feat given the number of high-priced outboard DACs I’ve heard.


Digital sound has evolved over time, and in more rapid measure than that of other types of audio equipment. From the advent of the first mass-market CD player, through the time of the separates approach, to the more current emergence of high-quality single-box players, Madrigal has made products that were always considered de facto references -- because of the technology that went into them and the very positive reviews they’ve accumulated -- and this reputation weighs on the No.39. Is it, like the Mark Levinson No.30.6/No.31.5 combination for separates, the standard for single-box CD players?

As with just about anything having to do with high-end audio, the answer will depend on the person offering it, and here’s my take. The No.39 is an immediate-yet-composed-sounding CD player that somehow avoids displaying traits of the nasty digital variety, but never obscures detail. In fact, it’s very resolving and won’t make apologies for poorly recorded or mastered discs, but won’t add to their list of maladies either -- and this is surprising for digital. I was impressed with it from the very beginning, and continue to delight in its performance with music of all types.

This is not to say that the No.39 has little specific flavor of its own. It has some definitive strengths and even a couple of traits that other combinations/players do better. First and foremost, it excels at presenting the music on each disc with supreme, but not exaggerated, clarity, and in this regard, it does two more specific things that you’ll listen long and hard for in other CD players, and even analog rigs, and not hear presented as well. The No.39’s ability to delineate and bring into focus performers in space and display abundant small-scale detail is exemplary. However, this doesn’t come with a byproduct of emphasis or aggression, which brings us to the other area of uniqueness. From the middle treble through the midrange, the No.39 is as natural and charming as any source I’ve heard. You may not notice this if your system leans toward brightness and you’ve been trying to compensate for it with your CD player, but it’s there. The fact that the No.39 doesn’t sound colored or truncated while offering up a wealth of detail may be its real accomplishment.

I noticed this complex kind of poise on the first CD I played, Television [Capitol 98396], and continually thereafter. In fact, it was a fixation of sorts because my Timbre/Wadia rig does it too, and, I believed, was unrivaled in this ability. What it amounts to is digital that loses its digital remnants, those things that make it unsatisfying for some listeners. One of the things that catapulted the CD into mainstream acceptance is how the first discs -- and many thereafter -- sounded over low-rez systems. They sounded vibrant and alive, but audiophiles knew this character to be an excess of energy in the lower-treble/upper-midrange region -- and not good energy at that. The No.39 doesn’t reduce or gloss over this malady. Instead, it deals with it by offering sound that’s exceptionally smooth in the region where the problem occurs. Long-term listening is no problem with the No.39.

The No.39 is also a champ at portraying space. The soundstage of discs played through it is populated and bristling with life. I will write a proper music review of The Hot Guitars of Biller and Wakefield [HighTone/HMG HMG3006] soon, but the way the No.39 reproduces the Fender Telecaster and steel guitar in the right and left channels respectively, their attack and then decay into the background like thin trails of smoke taken up by the wind, is addictive. "This is what high-end audio is about," say my notes. They were written obviously in the excitement of the moment, but you get the idea. There is no clunkiness about the No.39’s performance -- its attack and decay are finely drawn out, helping sounds emerge from down deep in the mix and fade back there.

The No.39’s bass deserves a mention because it is in line with the rest of its sound: fully developed and resolving. My test for this is Keith Richards’ Main Offender [Virgin 86499], which is the single best-sounding rock recording I’ve heard. (SoundStage! publisher Doug Schneider blurted out about it, "That’s what drums sound like.") The bass line on "Worlds of Wonder" is very distinct and powerful-- easy to follow as it rhythmically ploughs along. The drums have low-end whomp, but they also project with the "pop" of the stick hitting the skin intact. The No.39 is not unique in portraying this conglomeration of sounds, but it does make this aspect more noticeable, probably due to its palette of traits. The kickdrum has low-end power and terrific clarity -- it bursts into the room. Exciting.

Over time, I have heard a number of HDCD-compatible DACs and CD players and thought the process unessential. I still believe this, but the No.39 makes the best argument for HDCD playback I’ve encountered. Lucinda Williams’ fine Car Wheels on a Gravel Road [Mercury 314 558 338-2], for instance, has some obvious advantages when played over the No.39, including a sense of soundstage layering that’s not present otherwise. The CD’s title tune as well "2 Kool 2 Be 4-Gotten" have Williams in the center surrounded by instruments, and each of these as well as Williams herself has a distinct place in the soundstage -- right to left and front to back. Car Wheels shows this more than other CDs, but all of the HDCD-encoded discs I played with the No.39 displayed any number of audiophile-approved effects. However, keep in mind that direct comparisons are impossible -- you can’t defeat the HDCD decoding of a CD player, and the HDCD-encoded equivalents of standard-issue CDs are also remasters, so there are two variables involved. Still, the HDCDs I heard on the No.39 were uniformly excellent -- even the early Neil Young HDCDs Mirror Ball and Broken Arrow [Reprise 45934 and 46291 respectively] -- and I can’t say this about all other HDCD-compatible players I’ve heard.

Being direct

My comments above apply to using the No.39 as a replacement for my reference Timbre/Wadia digital rig and run into my Lamm L1 linestage. But Madrigal proclaims proudly that the No.39 is a skillful conglomeration of technology used in a few of its products, including the No.38 linestage preamp, so removing the preamp from my system and running the No.39 straight in was mandatory -- and something I did only after living with the No.39 as just a CD player for quite some time. What you get going direct is more of what is the No.39’s intrinsic personality -- more clarity and soundstage air, more delineation and inner detail, more, more, more. The down side is that the sound also lacks the body it has with the Lamm L1 in use, but this is obviously an additive characteristic -- and one I happen to like. The L1’s effects otherwise are negligible.

Another noticeable jump in performance occurs when you move from using the single-ended outputs to the balanced, when the No.39 displays a heightened mixture of effortlessness and high resolution that equals the best sound I’ve heard from any source this side of 24/96 DADs, and seriously rivaling even these. Once again, the No.39 uses dual-differential DACs, so the balanced outputs should have at least a slight advantage. Although the difference between outputs can be heard on every disc, the muy spacious Buena Vista Social Club [Nonesuch 79478] displays it best. The soundstage comes alive, giving the impression of a much bigger space re-created in the smaller space of my listening room. If you audition the No.39, you need to hear it balanced or you will not hear it as its best.

Head to head

For me, really good digital often doesn’t sound like digital. That is, the fine grain, the troublesome lower-treble hump, the overall stiffness are pretty much gone, or very close to it. So it is with my Timbre/Wadia rig, which sounds like no other digital front-end that I’ve had in my system. Although it gets rid of the digital tinge to CDs, it doesn’t do it by crudely masking anything -- you don’t get the feeling you are missing something. In addition, it draws me into the performances, making active listening all the more satisfying.

Overall, the Timbre/Wadia rig offers more laid-back and darker sound than the No.39. It also tends to round off images because it doesn’t have quite the crispness of the No.39 or its ability to delineate performers. This gives images more body, however, which I like. The space between performers is less prominent, but the performers themselves are more full -- again, more body. Small gestures -- the breaths Diana Krall takes throughout Love Scenes [Impulse! IMPD-233], for instance -- are more singular, on their own, through the Timbre/Wadia rig. Perhaps it’s that they don’t melt into the immense background tapestry as readily as they do via the No.39. The Timbre/Wadia’s bass is just as deep, and it has a bit more weight -- maybe purr is a more accurate term. No way is the sound resolved, focused and delineated as well as that of the No.39. Finally, I find that my reference rig draws me into the music more readily, but I concede that this could be due to the fact that it is my setup and I’ve become accustomed to it. No matter, the No.39 is no slouch in terms of involvement either. It would be difficult to be uninvolved with so much going on.

On the other hand, nobody will mistake the No.39 for a piece of tube equipment. As composed and smooth as it sounds, there is a flatness to the images portrayed that doesn’t measure up to the Timbre/Wadia combo’s ability impart a sense of blood and bone (they are not tubed either). This makes the No.39 sound less intimate and even slightly analytical compared to the Timbre/Wadia setup, and this is especially noticeable on small-ensemble and acoustic recordings, where the illusion isn't quite as strong as through the Timbre/Wadia combination.

Tastes being what drives this avocation, I suspect that almost everyone would choose the Timbre/Wadia combination or the No.39 as the clear winner because they are different in some obvious ways. I clearly discern the abilities of both. What surprises me, however, is that the No.39, with sound that’s different from that of my beloved reference combination, appeals to me as it does. My theory is that the two setups share the same heart, producing nothing but engaging sound. What gets you there is not the same, however. My diverse CD collection is uneven in its quality, but the No.39 doesn’t seem to care, giving me something to latch onto with every disc I spin. This is why I like my Timbre/Wadia rig too -- and why others just haven’t cut it. Maybe the digital present has finally caught up to my digital past.

Wrapping up

It’s becoming increasingly difficult to find audiophiles shopping for CD-only players because of the impending new format. I firmly believe that whatever advanced digital format takes hold will have a long battle to fight and perhaps only a Pyrrhic victory to claim in the end. Whereas CDs had some distinct advantages over LPs in the minds of mainstream consumers -- ease, durability, lack of ticks and pops -- the next disc won’t have these to buoy sales and help it create a foothold. We audiophiles live in a cozy little world, but the big mass-market manufacturers know there’s no real profits to be made from us. And as everyone fixates on whatever is around the corner, the industry suffers.

Enter the Mark Levinson No.39. Even with all of the programmability and features stripped away, the No.39 is still one fine CD player, and unless you’re able and willing to replace all of your CDs with the new discs, you’ll need a player like the No.39 even into the next millennium. Once you factor in that the No.39 replaces your preamp and in so doing gives you remote-control functionality, you have a component that inches nearer and nearer to being a bargain of sorts, even in these supposedly waning days of the CD. And after you have made the change, the No.39 will still play your CDs, either as a standalone player or as a transport for your fancy new DAC (Madrigal makes a few of these that they can recommend).

SoundStage! publisher Doug Schneider and I talked about the future of CD playback after the HI-FI ’99 Show, where SACD, DVD-Audio and DAD were on prominent display. "I’d still buy a CD player," Doug said to me. "Who knows when all the dust will settle, and in the meantime you have to commit to waiting." I’d buy a CD player now too, and the No.39 would be at the top of my list, especially if I wanted to ditch my preamp. To hear the No.39 -- and use it -- is to love it.

...Marc Mickelson

Mark Levinson No.39 CD Player
Price: $5995 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

Website: www.madrigal.com

[SoundStage!]All Contents
Copyright 1999 SoundStage!
All Rights Reserved