ML No.39 or Proceed transport + BelCanto DAC2?

I owned the #39 for quite a while and used it as just a transport,(it sounded about the same as the #37 as for as I could tell.) a CD Player, it sounded much better than the highly regarded Cambridge Iso-Magic DAC and CD-Magic transport, and as a preamp straight into my amps. This is an excellent piece. The unit might rival your Sonic Frontiers preamp it sounds that good (It won't have that tube sound though. SF is tubes right?) One way it came in handy, I sent my ML#380s preamp in for service and could still listen to my system using just the #39. Very flexible. Also the update to the #390s wouild be a big plus at some point.
Concerning the Proceed. A number of Proceed units had real service issues. The whole line is discontinued. I wouldn't consider the Proceed if you have the cash.

Hope this helps!
SGR (Steven)

Ihad a 39 and a denon dvd5000 for dvds. The 39 was very musical. I tried the sony9000es when it came out and it had more detail than the 39 and better video than the denon. I sold the 39 and denon and bought the sony. I now have a msb gold dac3 with p1000 power supply on cd playback and it is even better. I sometimes think that more detail doesnt mean more musical and in the future might try a levinson 390s.The sony is a great deal used and you might be happy without even using the dac you have. It is also a great transport and great dvd player and sacd player. That is the way to go without spending much and will be easily resold if not your cup of tea.

Well I took the cheaper route and found a just-rebuilt Proceed CDD: all-new current-model drive mechanism (now identical with No. 37/39/390s) with the new SW and HW to support it. As a transport it sounds no better than my $700 Yamaha single-drawer cd recorder or my 1990 Philips CD80 cdp(limited by its SPDIF interface). Both responses are correct in that the 39 offers more flexibility and resale, and that the newer cheaper japanese universal players can make better-sounding trasnports with their dvd-based drives when implemented correctly. I now doubt the 39 would sound as good as my BelCanto with a universal transport.

Oh well, back to the digital 'browse' section...

Well, I would be surprised if your BelCanto would sound as good. Who told you the transport system was the same between the 37/39/390s? I guess it could be they do look simalar. . . but the electronics, power supply, circuit design all would make a huge difference in the sound quality among the units. Proceed was never designed to compete with Levinson sonically. They used older technology from units built before. They were never meant to be on the cutting edge. Also who rebuilt your unit? Unless it was done by Levinson I'd be suspect. If you opened up a #39 which I have and then compared it to a Japanese DVD or CD insides you would see a differnce. I've been in the hobby for 23 years and am not a salesperson (I'm and educator)so have no axe to grind for Levinson. Rest assured there is a big difference in the big names like Krell/ ARC/ Classe/ and others vs. the normal imports. If your unit was supposedly rebuilt and you have problems or concerns, contact Jamie Cohen at Harman Specialty Group. He will be glad to help you out.
Hope this helps,
Steven