I upgraded from the 2200 to the 2900 also and I'm not sure what you are hearing, but the 2900 is a much better audio player than the 2200. The one big difference between the two is that the 2200 has one bass management feature, the +10dB offset, that the 2900 lacks and that actually makes a fairly big difference between the two due to the calibration levels. In terms of sound quality though, the 2900 is superior via analog. To me, it was more obvious with redbook than SACD and DVD-A, but I don't use it for redbook (just wanted to compare), though it ISN'T a night an day difference. I'm with Dan on this one, the video is almost identical, which was kind of disappointing, because I expected the difference to be noticable. IMO, most people who bought the 2900 probably would have been happy with the 2200 and the $400 (MSRP) price difference when new was not entirely justified.