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Reviewer: Mike Healey
Source: Audio Refinement CD player, Bel Canto Design DAC2, Technics turntable, Music Hall CD25.2, Underwood Level 1 Modified Music Hall CD25.2 [for review and comparison]
Preamp/Integrated: Audio Refinement Complete integrated, BVaudio P1 preamplifier
Amp: BVaudio PA300 stereo amplifier
Speakers: Vienna Acoustics Haydn, DeVore Fidelity Gibbon 3 [for review], Williams Schaefer Sheffield loudspeakers [for review]
Cables: Analysis Plus Oval 12 speaker cables, Analysis Plus Oval One interconnects, Analysis Plus Digital Oval, 2 x Audio Magic Xstream power cables, 2 x Shunyata Research DiamondBack power cables, 2 x Audio Magic Xstream loudspeaker cables
Stands: Sumiko Foster & Lowell Standards, StudioTech Ultra 5-shelf audio rack
Powerline conditioning: Shunyata Guardian 4-HT
Sundry accessories: Cardas Signature RCA caps, BVaudio SR-1 Sound Refiner
Room size: 11' x 17' with 9' vaulted ceilings
Review component retail: Music Hall CD25.2 $599; Underwood Level 1+ modified Music Hall CD25.2 $890

Do you ever wonder if people really listen to how their music sounds anymore? People love passively listening to portable music that travels wherever the listener goes. But what are they hearing? Compressed media files? CD quality sound? That last phrase is like a chill wind that cuts through layers of clothing. Brrr!

Becoming a passive consumer content to half-listen to music that sounds "good enough" is a frightening thought. Complacent people are subject to oppression (and compression) by a music industry that is more interested in suing than selling. But fear not; there are crusaders who continue their search for ways to make music sound outstandingly better than the apathetic pinnacle of "good enough". Like Parsifal, they seek the grail that will bring order to the world.

Walter Liedermann of Underwood HiFi is on a crusade to sell upgraded components that offer music that is outstandingly better. I suspect he has what my first corporate manager described as fire in the belly. That's the drive to complete tasks, achieve goals, realize dreams and make money (dreams cost money). Fans of John Lee Hooker can think of this as tiger in yo' tank.

Why would someone take a perfectly good (and technologically advanced) CD player like the Music Hall CD25.2 and presume that he or she could make it better? In a word, parts. Some products use the best parts available, others try to make cheap parts sing. This is not to say that the 25.2 is shabby in the parts department. Still, Music Hall had to make certain choices to keep the final price down. The goal of the Underwood modifications is to take a product already proven in the marketplace and make it mo betta by using premium parts that you won't find in budget faves.

Here's an excerpt from the Underwood website: "The new Music Hall CD-25.2 is an upgraded version of their older CD-25. The older unit received excellent reviews. This new player has an upgraded transport as well as a 24-bit/192kHz converter. The circuit design is a good bit more complex and offers us the opportunity to make it into a superb player. Our mod was designed by Chris Johnson, the founder and former president of Sonic Frontiers. The 12-month Music Hall factory warranty is good on our modified players."

The last sentence is important. The fact that the warranty carries over to a modified product means that Walter and Chris know their stuff and aren't slapping trophy parts onto a component with no regard for musicality and reliability. These are hand-assembled modifications to improve the sonic abilities of the CD player while maintaining reliability.

The stock Music Hall CD25.2 ($599 MSRP) has the following features:
  • Burr-Brown PCM 1738 24-bit/192kHz DAC
  • Philips VAM1202/19 transport
  • Thick brushed-aluminum front plate and solid chassis
  • Two digital outputs, 1 x coaxial and 1 x optical
  • Standard analog output
  • Gorgeous slim-line system remote control
  • Easily readable and dimmable florescent display
  • Detachable power cord
The Music Hall CD25.2 CD Player Level-1 mod [$790 + shipping ($350 retrofit)] adds:
  • 2 x BlackGate output coupling capacitors
  • 4 x 1% polystyrene film and foil capacitors are added in the analog filter stage
  • 6 x Riken Ohm ½ and one watt signal path 1% gold-plated leads carbon comp resistors are added in the signal path
  • 4 x IR Hexfred ultra-fast soft recovery diodes are installed in the power supply
  • 1 pair of premium machined Vampire direct gold-plated-over-copper-body Teflon-insulated RCA female jacks replace the cheap stamped jack modules
  • 4 x small EAR brand Sorbothane isolation feet with new mounting hardware.
  • 2 sheets of SoundCoat chassis damping material are cut & applied where applicable to control chassis resonances
  • 4 x DH Labs 99.999% pure solid-core long-grained silver output signal wires with foamed Teflon tape wrap dielectric.
  • WBT high silver content (4%) solder used throughout


  • Add a set of mirror imaged Burr Brown OPA-627 op amps to replace the inexpensive 2604 op amps in the stock machine - $100
  • Add an LC Audio clock and dedicated power supply to run it - $380

The Music Hall CD25.2 CD Player Level-2 mod [$1,290 + shipping ($880 retrofit)] further adds:

  • We install 8 x BlackGate capacitors. These are two output coupling caps plus six additional 10uf/16V and 220uf/ 16V BlackGate standard-grade capacitors in the power supply and around the DAC.
  • We replace the $4 Burr-Brown dual op amps (OPA-2604s) in the I-V section with four $25 Burr-Brown OPA-627 op amps. These are the best made.
  • 14 1% polystyrene film and foil capacitors are added in the analog filter and I/V stages.
  • 16 x Riken Ohm ½ and one watt signal path 1% gold-plated leads carbon comp resistors are added in the signal path.
  • 2 x Rel-Cap Teflon TFT film and foil bypass coupling caps for the main B-G output caps.
  • 4 x Telefunken SF4007 ultrafast soft-recovery diodes in other sonically critical power supply positions
  • 4 x IR Hexfred ultra-fast soft recovery diodes installed in the power supply
  • We add 4 x DH Labs 99.999% pure solid-core long-grained silver output signal wires with foamed Teflon tape wrap dielectric.
  • WBT high silver content (4%) solder used throughout
  • 5 hours labor
  • The 12-month Music Hall factory warranty is good on modified players


  • Add an LC Audio clock and dedicated power supply to run it - $380

For this review, I received a stock Music Hall CD25.2 and an Underwood Level 1+ modified unit. The Underwood unit includes all of the Level 1 features plus the optional op amps described above. Except for the footers, the two CD players are visually identical from the outside. The 25.2 is a handsome CD player with a brushed aluminum faceplate, a unique circular display and neat little buttons for play, open/close and track selection. An equally attractive plastic/metal remote control is included with your purchase.

Both players arrived at my house in good working order and I put enough hours on each to guarantee complete break-in. According to Walter, the Black Gate capacitors need quite a bit of time to settle in completely. These are the same capacitors that are now famously out of production. Apparently computer-grade carries more weight (and cash) than audiophile-grade these days. Walter assured me that he has enough caps to satisfy any potential need for future production and parts replacement. Of course that also means that this may be your last chance to hear what all the fuss is about - especially at the low prices Walter is charging.

What difference can $291 in parts make? Will the modified unit sound better than the stock unit in all areas? Will the modded players turn my bronze CDs into gold? Surprise, surprise - the Music Hall CD25.2 player is surprisingly stylish for $599. The aluminum faceplate with circular display and tidy buttons appears very efficient. The CD25.2 was a handsome match for the rest of my music system. The display was easy to read unless you're listening at odd angles to the circular window and I really enjoyed the rounded buttons.

"Beauty is as beauty does" my wife tells my daughter. In spite of the efficient appearance, programming and selecting different tracks was awkward. I felt like I was trying to train an Irish Setter. Setters are sweet and beautiful dogs but they are downsized in the brains department. If you press a button on the CD25.2, wait a half second before expecting the player to know what you told it to do. It's a little slow on the draw. Also, you cannot scan through tracks using the faceplate buttons - only skip. I had no trouble using the supplied remote so these complaints are minor.

One thing that is rarely mentioned in audio review magazines is the fact that many CD players make a fair amount of mechanical noise while playing. You try spinning around at 500 RPMs and see how much noise you make! With CD transports, the sound is a high-frequency whine. The CD25.2 was not especially noisy and was quieter than my reference CD player. Ultimately, this won't be noticeable if you sit back 6' from your CD player or if you have a covered audio rack. Unless I was sitting close to the CD25.2, I didn't hear it.

Musically, the CD25.2 offers ample bass, high resolution of fine details and a very accurate representation of sonic images. Compared with the Audio Refinement Complete CD player that has been my reference player and transport for five years now, the Music Hall CD25.2 player offered many hits and only a few limitations. First off, the CD25.2 beat the Complete with better bass. My reference bookshelf speakers don't dip particularly low, but bass still matters - especially in the lower midrange where sleeping cellos lie. The floorstanding William Schaefer loudspeakers I recently reviewed dug deeper and played heavy with the Music Hall player; whether prog metal, Detroit techno or even dance-pop. The Music Hall player gave Madonna's "Hung Up" [Confessions on a Dance Floor, Warner Brothers Records 49460 2005] the percussive wallop appropriate for an instant dance floor classic. The CD25.2 made the beats sound massive but with an audible shape, rather than the diffuse bass of a mass-market CD player. The Audio Refinement player wasn't diffuse but it was more polite with the bass - as if it didn't want to sully its hands.

In terms of resolution, the CD25.2 was similar to my reference CD player. Electronic music might not be grounded in truth and beauty like some of the other musical genres, but there is a lot to hear for those who enjoy listening into the mix. Fine details, like the way Madonna's voice was sampled and overdubbed to sound more youthful, were clearly presented. For a backing chorus, her voice has been overdubbed with Abba's impeccable duo to make the material girl sound like the singer she never was. The CD25.2 emphasized these details but not at the expense of the music.

It was only in heavily orchestrated passages of symphonic music that the CD25.2 lost focus. Massed strings on Glazunov's The Seasons [Warner Classics 61434 2004] sounded smeared together instead of the sound of multiple bows striking at once. The CD25.2 also sounded brighter than the Complete but still managed to avoid promoting listener fatigue. The Complete is sometimes too rolled off in the higher frequencies and can sound a little sluggish. The CD25.2 was always wide awake and ready to play.

Acoustic music also revealed another slight weakness in the CD25.2 - refinement. My French/Taiwanese player is appropriately named. When playing "Aoibhneas" from Lunasa's The Merry Sisters of Fate [Green Linnet 1213 2001], I noticed that the guitar, flute and violins didn't sound as satisfying as they did with the Complete. Each instrument sounded more pronounced but there was also edginess to the sound that slurred the musical passages. Like a Celtic knot that spirals and twists in and out of itself, the musicians should sound like they are weaving the music together. The CD25.2 wasn't able to pull this off as convincingly as my own CD player. Everything was loud and clear but some of the weaving details were lost. This may have been caused by the more forward presentation of the Music Hall player, which sets the music out in front of the listener. The Complete is for those who enjoy sitting closely to the musical experience. I know I am splitting hairs here, but so are most people interested in getting the most for their money.

The CD25.2 is not only a step above mass-market CD players but is clearly positioned to threaten the $1,000 price point for "entry level" CD players. It was certainly a menace to my trusty reference CD player! The Music Hall CD player was better than the Complete in the areas mentioned but the lack of evenness in the presentation of subtle details interfered with the musical experience. This is a good CD player to wean the kids off of those deafening personal stereos and would make a very satisfying source component to build a system around. However, this still won't be good enough for some people. Enter the Underwood.

Hot Mods
Exhibiting almost the exact same appearance as the Music Hall CD25.2 (as well as the same programming quirks mentioned earlier), the Underwood Level 1 Plus Modified Music Hall CD25.2 was surprisingly different in sound. The forward presentation was moved back. Lunasa was set in their proper spaces again - each instrument shared an individual presence within a common musical thread. While the extra clarity is helpful, some may prefer the original presentation because more forward components give the impression of sounding like a live event. The Underwood CD25.2 was the embodiment of good taste compared with the earthier sounding Music Hall player.

The Underwood CD25.2 was also more polite in the lower frequencies. The bass did not sound as heavy but I could hear midrange details more clearly. Madonna wasn't hammered home as heavily because noise and distortion are ultimately what popular music is about nowadays, but the vocal mix was still easy to pick apart.

The output on the Underwood CD player was significantly quieter/lower than the Music Hall player. After connecting the Underwood CD player, I had to turn up the volume to compare with the original Music Hall CD player, which plays much more loudly. Because of this reduction in gain, the Music Hall CD25.2 sounded slightly compressed compared to the Underwood player, which dispatched classical music with greater realism. Macro and micro dynamics were greatly improved and made the Glazunov CD an exciting listening experience because of the increased drama when the music shifted from solo instruments to blaring horns and back again. The Underwood modifications changed the character of the Music Hall CD player for the better.

Getting sassy for a moment, I played a copy of Sarah Vaughan singing the Duke Ellington Songbook [Pablo Records 2312116, 1987]. This is a mildly bright recording that showcases the wide vocal range of Sarah Vaughan late in her career but still in excellent form. The regular Music Hall player lacked the midrange glow when Sarah's voice swooped down low and soared up high. Sibilants sounded less natural with the Music Hall CD player. With the Underwood player, I sat transfixed by Sassy's technique without my critical ears getting in the way. What a beautiful experience!

The Underwood Level 1 Plus Modified Music Hall CD25.2 turned the tables on the Audio Refinement CD Complete. The modified player offered greater resolution and better bass with the refinement and subtlety that was missing from the original Music Hall player. I could listen to this player for hours, days, and weeks - and, to the slight frustration of the manufacturer, I did just that. The Underwood player is a tonic for those suffering digital doldrums, those times when there is not enough wind to fill the sail and propel the boat forward. With the Underwood player, there was always a brisk breeze of billowing music. The music was also truthfully represented by the Underwood player, without exaggeration or over-emphasis of certain details or frequencies.

Weaknesses? The reduction in bass and the softer musical experience might not work as well with all systems. However, with my two systems, the Underwood CD player made the musical experience sound more natural – especially with acoustic music. Digital bugaboos like listener fatigue, graininess or etching were dissipated like wisps of smoke. I was less aware of the equipment and more aware of the music.

Compared with the CD Complete connected to the Bel Canto DAC2 digital-to-analog converter; the differences between the two CD players came down to personal preference. Cue the broken record: Depending on your system and your listening tastes, the Underwood modified CD25.2 can trump the CD Complete and DAC2 combo.

I also connected the DAC2 to the Music Hall and Underwood CD players for argument's sake. Both transports sounded excellent mated to the DAC2. With the Bel Canto DAC, the Music Hall CD25.2 finally sounded refined and the harpsichord positively sparkled on a new ECM disc of the music of Veracini [ECM 4767055 2006]. The DAC2 also brought out the acoustic sounds of the hall that the Music Hall player missed on its own. However, the cello blended with the lower notes of the harpsichord, losing some of the musical clarity of this fine recording. The Underwood CD player kept these two musical lines of thought separate. I also preferred the tonal accuracy of the Underwood CD player with the DAC2. The violin had an appropriate nasal quality that avoided any brightness or fatiguing distortion. The Underwood/DAC2 sounded more natural than the Music Hall/DAC2.

For some serious overkill, I was able to connect my new Ortho Spectrum Digital Reconstructor and Analog Reconstructor with the DAC2, along with two digital cables, two sets of RCA interconnects and three additional power cables - yikes! Of course the sound was better but at what cost? Three times the price of the Underwood player and a cabling nightmare. Phooey! Give me the modded CD25.2 as a standalone player for great music and peace of mind. Think of the Underwood CD player as a way to enjoy more audiophilia with a lot less nervosa.

Good enough is never enough
In an age where idiot-pods keep pushing the boundaries of recorded music to bring consumers closer to "CD quality", wouldn't it be nice if someone could make music sound better than CD quality? Well, Walter Liederman certainly got a double play out of today's product. The Underwood Level 1 Plus Music Hall CD25.2 CD player is an excellent source component that can hold its own with more expensive products without requiring an outboard DAC! You don't have to spend a lot to get the best out of digital but you would have to spend more than twice the Underwood CD player's price to get this kind of refinement combined with the subtle details audiophiles dream about. The fact that the Level 1 Plus CD player costs less at retail than the DAC2 or the CD Complete makes it a significant contender for budget-conscious audiophiles. If the Music Hall CD25.2 is a good first step into high resolution listening, then the Underwood CD25.2 is one giant leap forward. This is a CD player that should appeal to all audiophiles, not just half-deaf men pushing 40 (this reviewer included). And did you know there is also a Level 2 Modified Music Hall CD25.2? I told you that Walter is on a mission. Lovers of uncompressed music should not hesitate to arrange an in-home audition.
Music Hall Audio website
Underwood HiFi website