The HD-A2 does a good job with upconversion (probably not quite as good as the 981HD, but certainly on par with the 980H). It is not the most speedy device, though, and as I recall the layer change isn't great (something that the OPPO players do extremely well). The HD-A2 does allow for HD-DVD, which certainly is nice - but if you get one I'd try to find one for somewhere closer to $150 or even less. For what it's worth, I've got both of the OPPO players that you mention and the HD-A2, and I only use the HD-A2 for HD-DVD's. For everything else, discs go in one of the OPPO's.