Mark Levinson No. 390S CD Processor 
Home Theater Audio Sources CD Players
Written by Bryan Southard   
Saturday, 01 March 2003

Many music enthusiasts have placed their digital playback purchase plans on hold indefinitely, awaiting the end of the seemingly never-ending digital format wars that have plagued this industry for far too long. Nobody wants to lay down large green for a digital playback system that becomes outdated before the new smell has worn off. While all this is being played out by the mainstream Asian electronics conglomerates, companies like Madrigal continue to produce CD players at the highest conceivable level. What will be the next digital format is anyone’s guess, yet one constant remains – the desire to milk absolutely everything you can from your existing compact disc collection. Let’s face it, regardless of what the future holds, you will be listening to the bulk of your existing disc collection for eternity.

CD playback technology continues to advance, making the best of yesteryear sound lethargic and dull by comparison. An example of an advanced design is the Mark Levinson No390S, Madrigal’s latest CD playback machine that improves upon its predecessor, the No39, in almost every possible category. The No390S is a fully balanced, single-disc CD source that automatically upconverts all of your music to 24-bit, and either 352.8 or 384 kHz sampling rate.

A close look at the 390S reveals an elegant and very well manufactured product. From its curved machined front bezel to its solidly constructed chassis, the 390S is a beautiful piece of gear. The No390S is rack-mountable and measures 15.75 inches wide by 14.31 inches deep, stands 3.84 inches in height, and weighs a dense 50 pounds. In the world of large amplifiers, 50 pounds doesn’t sound so substantial, but in a component of this size, it feels like a plate of bricks. The No390S sells for $6,700.

The No390S is dramatically improved in terms of performance compared to the No39. It comes with a complete redesign to the DAC/Analog output module. It also reaps the benefits of Madrigal’s latest D/A converter innovations. Another substantial improvement comes from its updated volume control design. Madrigal offers both factory upgrades and field upgrades for the technologically ambitious, costing $1,800 or $1,500, respectively. If you want a new front panel with the updated model number, that will cost you an additional $300. This upgrade cost equals the difference between the two models’ retail price.

The front panel of the 390S is unchanged from the No39. It comes with a contoured front bezel and a simple array of buttons to control the unit. There are 11 buttons total, including the standard playback choices like play, stop and pause, along with a display intensity button, curiously a repeat button and up and down volume buttons. I say “curiously” because the unit is best controlled by the remote and has a boatload of features to manipulate, yet with its sparse array of controls on the unit, repeat was included.

The transport drawer is very smooth and seemed exceptionally responsive. The rear of the chassis is as simple as you would expect, with both balanced and single-ended analog outputs, along with both AES/EBU and S/PDIF digital outputs. It has in and out communication ports for communicating to other Mark Levinson gear, as well as an external infrared jack.

The 390S comes with a plethora of modern CD playback features. First and foremost is its automatic upsampling feature to either 352.8 or 384 kHz sampling rate, depending on your source material. Sampling rate is most simply understood as a plotted graph. When the information is coded in its digital language and later converted back to analog, it’s done by a series of points. Traditional CD playback is done at 44.1 kHz or 44,100 times per second. In the case of the No390S, it upsamples this data at eight times the frequency of standard playback systems, creating a more detailed and accurate reproduction.

Another over-the-top feature is its balanced analog volume control. This essentially makes the No390S a worthy preamplifier and a CD player in one chassis. For those looking for a minimalist playback system, this could be the trick. There are many advantages to eliminating a component, something we’ll test later in the review. The best part of this feature is that it allows you to make 0.1 dB incremental changes to volume while maintaining full performance of the DACs at any level.

Internally, Madrigal has spared no expense in creating the best-sounding player possible. Unlike most manufacturers, they produce their own transport, rather than purchasing one from Philips or another supplier. This has many advantages, both sonic and feature-related. For those who may think this is trivial, consider that every transport sounds distinctively different, a testimony to the contribution it makes to the overall performance of the player. This also gives the engineers full control of the playback features. For instance, the No390s allows you to modify the playlist and will automatically remember this the next time you play the disc. If there is a song on the CD that you simply don’t like, skip it and the next time it encounters the disc, unless you tell it otherwise, it will again be skipped. This is just one of hundreds of powerful control options the 390S provides.

The biggest shortcomings in digital reproduction are timing-related issues as the digital information is converted to analog. These inaccuracies are referred to as jitter. Simply stated, the clock is responsible for setting the tempo for which the data is retrieved. When this tempo is inaccurate, it causes jitter, a condition that causes your music to sound synthetic and tinny. To correct this, Madrigal has employed their Closed Loop Jitter Reduction System, or CLJR. Madrigal integrates a custom-designed, temperature-compensated crystal oscillator that acts as the No390S’s clock. They then removed this oscillator from the ultra-noisy laser mechanism environment and placed it on its own circuit card with its own power supply and electrical isolation, then located it adjacent to the digital processor and output section. This system in theory stands to virtually eliminate noise and jitter from the signal path.

At the component level, the No390S uses some of the very best materials available. One such example is the use of a four-layer Arlon 25N circuit card, a very expensive material known for its superb dielectric constant. This has enabled the No390S to achieve very low noise within a very dense and complexly routed design.

The No390S will play standard CDs only. It will decode HDCD software but will not play either DVD (DVD-Audio or DVD-Video) or SACD formats. The remote is significant, as it is made of extruded and machined aluminum. Much like other Mark Levinson remotes, it is solid, well laid out, and provides the quality you would expect from a piece of gear at this price level.

The Music
Occasionally, I wander through my music collection, hoping to stumble upon a piece of music either forgotten or inadvertently buried for an extended period. One such discovery came recently with Jeff Beck’s Blow by Blow (Epic Records). This is a fantastic collection of instrumental pieces that for the most part hinge on a jazz tempo with scorching rock ‘n’ roll riffery. Beck originally surfaced in the late ‘60s with the Yardbirds, a band that served as a springboard for guitar greats, including the likes of Jimmy Page and Eric Clapton, and later settled in to a career that is somewhat low-profile when compared to those of his guitarist ex-bandmates. “Cause We’ve Ended as Lovers” is an emotionally charged instrumental that cuts to the core. The No390S provided this cut with an abundance of resolution. I was immediately struck by the amount of resolution that I had otherwise missed. I particularly focused on the tone of Beck’s guitar. His vintage Stratocaster had realism that was almost eerie. However close reproduced music gets to the live experience, there is always a gap between standing in front of your speakers and being in the presence of the musician. In this cut, the guitar tone was fantastically reproduced, along with the texture of the instrument. At extremely high volumes, I had goose bumps and was compelled to play this cut several times straight. In the instrumental remake of the John Lennon/Paul McCartney classic “She’s a Woman,” the No390S was able to breathe life into a recording that can sound dry and uninvolving, like many mid-‘70s releases. The bass was unusually taut and, again, there were details that were previously missed by other players. In direct comparison to my reference, the Sonic Frontiers Processor 3/SFT-1 combo, a CD playback combo that was among the most respected several years back, the No390S provided increased resolution and dynamic peaks, yet did not provide the depth and overall musicality that the Sonic combo provided.

I then compared the Meridian 598 CD/DVD/DVD-A player directly to the 390S. This comparison wasn’t perfect because I could not connect the 598 through my Mark Levinson No32 preamp, as the 598 version that I have has no analog outputs and therefore needed to be processed through the Meridian 568.2. The Meridian 598 again fell short of the detail and overall dynamic slam that the No390S delivered, yet the 598’s stage depth was improved. I found this very curious, because the ingredient that is most responsible for developing depth and width in a soundstage is information. In both of these comparisons, the No390S clearly provided more information, yet it did not provide the three-dimensionality of that of the 598 or Sonic setup.

Moving along, I went with Bad Company’s self-titled debut (Swansong). I chose this disc because it is again a ‘70s genre pressing that suffers from a truly dark era in recording. Rather than feed nothing but perfect recordings, I think there is great value in seeing what this player can do to the music that we love. In the song “Seagull,” Paul Rogers’ voice was magnificent. As suspected, the No390S made this listening experience extremely rewarding. His voice had fantastic detail that conveyed the emotion most often missing form this recording. I preferred the No390S to that of the other aforementioned players in every aspect. In the song “Bad Company,” the high-hats sounded like true cymbals rather than the clanging of a saucepan lid. When compared to that of my Sonic rig, I felt a little as if I had removed a pair of earplugs.

I next went with the Counting Crows 1998 release, Across a Wire: Live in New York City (Geffen Records). Disc One of this two-disc set is a fabulously recorded acoustic set that was part of VH1’s Storytellers series. This is clearly one of today’s better popular music recordings and an excellent tool for evaluation. The song “Round Here” starts with a verbal introduction and the plucks of an acoustic guitar that were very well detailed and well placed. It was immediately apparent that the No390S was squeezing absolutely every bit of information from this recording. You could clearly discern the crunch in Adam Duritz’s vocal chords. The top octaves were void of any detectable congestion and sounded remarkably agile. I did feel the slightest lack of high-frequency liquidity, yet in no way did I hear even the slightest signs of harshness or any signs of brittleness. In the song “Have You Seen Me Lately,” I was treated to a marvelously immediate sound. The No390S has a snap to the notes that is just the ticket for adrenaline junkies and purists alike.

Next, I was off to one of my favorites, Cornel Dupree’s Uncle Funky (Kokopelli Records), a great high-resolution blues/jazz recording. In Track 6, “Signed, Sealed, Delivered, I’m Yours,” there’s a fantastic drum solo I used to test the bass control of the No390S. The individual drums were separated nicely and the sound emanating from each individual drumhead was distinct and detailed. Compared to the Sonic Frontiers combo, there was more decay from the ringing heads and the low-frequency information was more solid and notably quicker. Again, however, the images lacked some three-dimensional embodiment that I have heard with the Sonic Frontiers player and most definitely the Linn Sondek CD12.

I compared the No390S’s volume control with each piece of the above-listed music and found it to perform far better than I had expected. It would be safe to say that I was astounded. When compared directly to a connection to the Mark Levinson No32 Reference Preamplifier, the No32 provided more slightly more openness, better bass and high-frequency performance. Keep in mind that I had just compared it to the best preamplifier I have ever heard and likely the best this world has to offer. If you have a single-source, music-only system, I recommend you try this player before you purchase a preamplifier, it is that good.

The Downside
The No390S is a CD-only player in a time where there are many combo players to choose from. If you are a music-only person, then there is no issue, but if you are integrating a CD player into an A/V system, it will require you to have another player to spin DVDs. Also, although there is no telling if either of the two leading new formats will ever become a standard for which you can find most of your favorite music, it does represent an exciting listening experience that the No390S simply cannot provide for you.

When compared directly to certain other players, the No390S is less musical than some. That is an upside to many, in that musicality can often be interpreted as soft and lacking resolution, much like the difference between a BMW M3 compared to a Lexus automobile. The Lexus owner may tire of feeling the road whereas the BMW owner will feel that he has lost the driving experience. In any event, I recommend that you audition the No390S with your favorite source material and decide for yourself what is best for your ears.

The No390S is a CD player that will squeeze the last drop of information from your collection. This was particularly evident in non-audiophile recordings, which are the majority of the music that people listen to. On great recordings, the No390S provided an experience that was strikingly close to live. However, when compared directly to the Meridian 598 and Sonic Frontiers Processor 3/SFT-1 combo, the 390S could compress the stage and become a bit forward -- not forward in stage position, but in a sense where the information in farthest depths of the stage could become entangled with closer information. I preferred the No390S for many pieces of music because it sounded live.

If you are running a music-only system and have no other input sources, save your money and skip the preamp – the No390S’s volume control is magnificent. This in itself makes the 390S a player in its own league. Overall, the No390S is a player that will tickle you in places you didn’t know existed. It is extremely resolute and extraordinarily true to the source material. It is accurate beyond its price. The No390S is the total package. Its build quality and reliability is second to none and will provide you with a fantastic ownership experience – highly recommended.
Manufacturer Mark Levinson
Model No. 390S CD Processor
Reviewer Bryan Southard

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