I have a 2nd Gen. that I use with Shure E3's and am quite happy with it. But really, go for the new video one. The sound quality difference won't be huge, really, and you'll have so many more features and better battery life. For a portable device, that will be much more appealing than marginally (and disputably) better sound. If you find, for some reason, that gen 2 is supposed to sound best, I'd be happy to give you a good deal

It has the cool all-touch buttons too.