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June 2003
Enjoy the Music.com Review Magazine
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Mark Levinson No 390S CD Processor
Incredible resolving power that breaths like real music.
Review By Alvin Gold


Mark Levinson No 390S CD Processor  It should be pretty obvious even to the least observant that compact disc players are on the decline. The rate of new model introductions has slowed to a trickle as buyers switch to DVD players which are well on their way to becoming the disc spinners of choice. The reason can be summed up in two inelegant words: increased versatility. Why buy a CD player when you can buy a one that also plays DVD-Video discs, and serves a dual role in a combined hi-fi-cum-home theatre system? And as I write, even this is beginning to look old hat with the latest generation of DVD-Audio and SACD players adding still more grist to the mill. This structural change in the market is not only understandable, it is self-evidently a good idea, or it would be except that DVD player design involves serving two masters - video as well as audio - and inevitably there is a sonic price to be paid. Over time, the CD replay performance of DVD players has improved, and it will certainly continue to do so in the future. But there is still a way to do, and at the true high end, for those really serious about good sound, there remains no alternative to a dedicated CD player. Even if a DVD player can do the job as well, it will inevitably cost more - usually a lot more. 

Which brings us to the subject of this test, the Mark Levinson No 390S, which its maker describes as a CD processor, perhaps because it has an internal upsampler, which involves digital processing - a tenuous link I know. In fact it is a CD player, but it is not just a CD player. The D/A converter can be accessed by up to two external digital sources, and the 390S is also home to a volume control, a quality digitally controlled analogue design based on the volume/balance control from Mark Levinson's component preamplifiers. Though it has the channel balance accuracy and the precise steps normally available only from digital designs, this volume control is a balanced analogue circuit with ultra fine 0.1dB steps across most of its 73dB operating range with no loss of resolution as the volume is reduced, which is what you do fine with all digital designs. In effect, the S390S is a simple but perfectly practical CD player-cum-digital preamp with enough inputs to cope with a small but for many people perfectly adequate system. Unlike lesser CD player volume controls, this one retains its settings when turned off. You can even program a maximum volume level. All you'll need is to add a power amplifier and speakers, and enough cables to string them all together. Of course the 390S can also be used as a CD transport.


A quick tour of the back panel will give the idea. Of course there are standard stereo analogue outputs, which are available in single ended and balanced form, using phonos and XLR connectors respectively. Output is at fixed level or variable according to a software setting that is accessible as one of the setup menu options. Digital outputs are in electrical form only, optical presumably omitted because of its greater dispersion, which translates into high jitter. Again though there are single ended (coaxial) and balanced (XLR) options. Finally, the player is equipped with a pair of RJ-45 comms links that can be used for various system link options. For example the comms link includes the ability to 'wake up' a complete system when the 'play' button is accessed, and set the appropriate input on the preamplifier (if you have one). Synchronizing display brightness levels is another of its abilities. A 3.5mm jack is fitted for an external infrared remote control receiver. 

So what kind of animal is the Mark Levinson No 390S? For those with a taste for genealogy, it started life as the Model 39 that was introduced in 1996, and had it followed the customary pattern for Levinson product, it might have spawned a variant using the 39S designation to provide two levels of performance and price from the same basic kit of bits. This was deemed impractical with a CD player, so the S version was renamed the 390S to underline the fact that it was intended as a very considerable advance on the original. Model 39 owners can have their players updated to the full 390S specification.


Updateability, and long tern serviceability, has long been a central goal for Mark Levinson. In this case this extends to being able to use different transport mechanisms in case the manufacturer discontinues the one specified. The way that the designers have addressed this problem is to use a 2 speed CD-ROM mechanism, and design the output to be essentially independent in its performance with the aid of powerful anti-jitter circuitry and a very accurate external (5ppm) masterclock. The clock is not in the electrically noise environs of the servo, which is where you would normally expect to find it, but on the digital circuit board, with its own dedicated power supply and electrical isolation, and close to the digital outputs, which is precisely where it should be. In the Mark Levinson No 390S design, the transport is only required to pull the digital bits off disc in the right order, which any CD-ROM is quite capable of doing. The mechanism is slaved to the masterclock that ensures there is always enough data to fill the sample and hold buffer that is metered out by the clock. Meridian also use CD-ROM mechanisms, undisguised computer beige drives when I last saw one, apparently for much the same reason. 

The 390 is full of sophisticated and innovative ideas and engineering. For example, all digital and analogue data is handled by balanced circuitry. In this case we're not talking about balanced socketry tacked onto single ended circuits just downstream of the rear panel socketry. In this case the single ended data off disc is converted to balanced form at the earliest possible point in the circuit by a LVDS (Low Voltage Differential Signal) receiver, in a circuit configuration borrowed from Mark-Levinson's digital converter designs.


Digital Dynamo
The 16 bit data off disc is converted to 24 bit sample depth, and 352.8kHz or 384kHz sample rate depending on the input signal, before it reaches the D/A converter. The latter is a balanced implementation of the Analog Devices AD1853, a dual differential hybrid multi-bit Delta-Sigma processor, in a circuit of real sophistication which ensures very low common mode noise (thanks to the balanced operation), a very wide bandwidth and consequently very fast rise time. An HDCD digital filter has been included. The analogue low pass network is a Bessel filter, designed to be linear phase all the way to 40kHz. With an output impedance of 10 Ohms, any interactions with amplifier inputs should be vanishing low, and that was certainly my experience. Mark Levinson claims even better converter performance from their own separate D/A converters such as the No 360, 360S and the 30.6, and this provides the only credible reason why you might want to use the 390S as a transport at some stage in the future.

Attention to detail makes the term fastidious seem like a gross understatement. For example, deselected inputs are capacitively shunted to ground to inhibit interactions with the rest of the circuit. The circuit boards are made from a material called Arlan which has particularly desirable electrical properties, and the components are a mix of through hole and surface mount types so that no artificial restrictions are placed on component choice. 

Naturally, all the programming features and similar toys expected of a modern CD player are available on tap, mostly via the very fancy extruded aluminum remote control. There are also some unexpected extras, for example the ability to cue through a disc at speed with or without an audible output. Even better, the absolute phase (M-L calls this 'polarity') of individual tracks or of complete discs can be programmed along with standard track programming data (additive or delete), but what really gives this feature legs is that the programs can be stored for thousands of discs, which are recognized automatically on insertion. How many thousands depends on the amount of data that is remembered for each disc. The truly anal listener can set up a substantial disc collection to play with his determination of correct absolute phase on a track-by-track basis. Volume control is available from the remote too, which can also be used to address the key functions of a complete system, including selecting inputs on the Mark Levinson No 390S itself. 

It should be added here that the instructions for this player are in a class of their own. Presented in a ring back format so that the required page stay opens and flat, the 69 page booklet exhaustively documents all the whys and hows in a manner that it an object less on of its kind. Other manufacturers please take note!


In Use
I have been using this player on and off now for the best part of six months, for much of that time to help in the assessment of other products, including a Halcro pre and power amplifier combination and JMlab Grade Utopia Be (Beryllium) loudspeakers. Some of that time it has doubled up with another great CD player, the Krell KPS25, which it should be noted costs a great deal more than the 390S, but which also functions as a full on analogue and digital pre-amplifier. For a couple of weeks it was also used alongside a dCS SACD/CD transport, upsampler and pre-amplifier. Each of these is a great product of its type, and each has its own quite distinct personality, and its own plus and minus points. For most of the time the 390S was used as a complete CD pre-amplifier, but when the Halcro pre-amplifier arrived, the 390S was switched to its fixed output mode. In practice it is difficult to say definitively whether the volume control impacts significantly on sound quality, but if it does, my poor hearing lacks the resolution to tell. As far as I could judge, it sounded much the same at maximum volume via the control and through the fixed output, and there was nothing in the sound that suggested any loss of detail or dynamic range at lower volume settings. I did form the impression that the volume control stage contributed to a marginal flattening of the sound, and that the fixed output was slightly cleaner and more dynamic, but the difference was very small and difficult to pin down. Definitely not chalk and cheese.

What was abundantly obvious however was the very striking difference in the voicing of the three players. I have a real passion for the Krell KPS25, which is very special indeed, but also very expensive (in the UK it costs about five times as much as the Mark Levinson No 390S, and I'm not about to tell you it sounds five times as good. If only....). There is something about the way the Krell fills the room with a living, breathing simulacrum of the recording through the JMlab loudspeakers especially, that I would judge is in a class of its own. It is incredibly dynamic and forcefully dynamic, and it strips the music down to its essentials like a surgeons scalpel. The dCS is a different kettle of fish. Again this is an extremely impressive product, and not unreasonably priced given its capabilities (it's a full on preamp and a SACD player too), but for reasons that are not altogether easy to put a finger on, I found I couldn't get inside the skin of the music as well as I was able to with the Krell, and indeed for rather different reasons, the Mark Levinson. It is not as transparent, and it has a frequency balance that is not quite as neutral as the others, with a high end that tends to sound rather 'hot' to these ears.

The Levinson is not about to be caught out in such an obvious way, but of all the really good CD players I have used over the years, this is one of the hardest of them all to capture using instruments as blunt as words. Somehow they don't quite stretch to the occasion. What can be said is that it is a very together sounding player, with a powerfully lucid - I nearly said liquid - bass and a layered and often complex midband, along with a treble that is completely integrated and which never intrudes. It's all perfectly judged. There were times, with some but not all of the systems that passed through my hands in the last sic months, where the overall effect was a little restrained, almost tentative. It is not as demonstrative a player as some. The Krell KPS25 was the one that showed this relative deficiency clearest, but the Krell shows almost all players in a similar light. 

One other feature that became obvious over time was how easy it is to listen to. Many players sound OK at first; perhaps even for the first month or two, but when the first flush has worn off with almost any CD player, there is something peculiarly synthetic about the listening experience. Not so here. There is simply no noticeable fatigue factor. One of the discs I played throughout several times during the player's sojourn (for reasons not entirely connected with quality of the music) was the Telarc Mahler 6 from the Philharmonia Orchestra under Benjamin Zander. Not once with this long and draining work did I ever willingly stop play, and this was when using the disc as a stereo CD, not as a multi-channel SACD, this being a hybrid disc.


Summing It All Up
What the Mark Levinson No 390S does remarkably well is to avoid sounding like a CD player. It simply doesn't have the signature of a digital player. There is no treble grain, no lack of depth information or flattening of stereo perspectives, and no suggestion that prominent foreground events hide what's going on in the background. Indeed it is the 390S's ability to resolve very fine, low level musical data in the presence of prominent foreground material that distinguishes it. If you like, it is the 390S's ability to keep a number of balls in the air at once that helps make it so musically rewarding. Music reproduced by the player 'breathes' like real music, a quality that is impossible to describe any more clearly on paper, but which is obvious when you hear it. In this and other respects, the Mark Levinson No 390S is the most analogue of CD players, in the best sense. Perhaps - and this is a moot point - it is not quite as physical sounding as the very best, and this is the one significant reservation that remains. But I am not aware of any player that do better that don't also cost a great deal more than the Mark Levinson No 390S. Indeed the brilliant volume control is almost worth the price of admission on its own.




Sub-bass (10 Hz - 60 Hz)


Mid-bass (80 Hz - 200 Hz)


Midrange (200 Hz - 3,000 Hz)


High-frequencies (3,000 Hz on up)






Inner Resolution


Soundscape width front


Soundscape width rear


Soundscape depth behind loudspeakers


Soundscape extension into the room




Fit and Finish


Self Noise


Value for the Money



Frequency Response: 10Hz to 20kHz (+0dB, -0.3dB)
Total Harmonic Distortion (THD): 0.002% @ 1 kHz, 0dBFS (10Hz to 30kHz)
Dynamic Range: 96dB (10Hz to 30kHz)
Signal-To-Noise Ratio: 105dB (10Hz to 30kHz)
Channel Separation: Better than 110 dB
Intermodulation Distortion (SMPTE IMD): Less than 0.005%
Maximum output (0 dBFS signal): 4.45V balanced (XLR), 2.225V single-ended (RCA)
Volume Control (Attenuation) Range: -61.2dB to +12dB
Digital-To-Analog Conversion: Dual differential 24-bit DACs
Conversion Rate: 352.8kHz or 384kHz (input signal dependent), 24-bit
Analog filter: Bessel-tuned, linear phase to 40kHz
Low-Level Linearity: deviation less than 2 dB to below -90dBFS
Output impedance (analog): 10 Ohms
Direct Digital Output, XLR: AES/EBU 110 Ohms, 3.5V
Direct Digital Output, RCA: S/PDIF 75 Ohms, 0.5V
Input Complement: EIAJ digital input, 1 S/PDIF (RCA) digital input
Output Complement: XLR balanced audio out, RCA audio out, AES/EBU XLR and RCA digital output
Other I/O: 2 RJ-45 Communication Links, 3.5mm IR input jack, and IEC AC connector
Dimensions: 15.75" x 14.31" x 3.84" (WxDxH)
Shipping Weight: 50 lbs.
Price: $6700


Company Information
HARMAN Luxury Audio Group
8500 Balboa Blvd.
Northridge, CA 91329

Voice: (800) 255-3987
Website: www.MarkLevinson.com













































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