I'm looking for something in the realm of the 704/703, or later vintage Elite models above the 59. I'm not too concerned with AC-3, DD, DTS, etc. Wouldn't mind some of the capability BUT 99% of the LDs I have are older classics, from before 1960 -- so their sound is mono, anyway.... so paying up for sound quality is of little interest to me. Image quality, on the other hand, is what I am looking for -- without going crazy (ie, certainly none of those $1k + Japanese models). I'm guessing that everything in my stated realm can play both sides without manual flipping -- but if that's not a good assumption, one should consider it an additional criteria FYI: I'm mating the beast with an HD-compatible RPTV, with a good line doubler and filter -- so whether the LD player has a good S-video out is of no concern to me (I'll be using the composite out).