[size=11pt] I found my HD 428s for $37 new on a NewEgg flash sale. I purchased them based on price (MSRP is around $100) and because I was curious about some of the positive reviews I'd read. [/size]
 
[size=11pt]My early impressions were negative. I'd listened to a pair of them at a retail store after demoing several mid-high end closed headphones and found them to be thin (papery?) and too laid back to my ear. However, I after the requisite burn-in (only 30 hours, I still don't know if it works), they seemed to improve. The real trick has been pairing them with an appropriate source. [/size]
 
[size=11pt]For instance, my Asus DG sound card, which has an HF amp, seemed to bring out the limitations. Only my better headphones sound rich and full from this source. My Zune HD also didn't do them any favors, perhaps for the same reason.[/size]
 
[size=11pt]However, the HD 428s sound surprisingly good when paired with my smart phone (an HTC Trophy with a DSP software enhancement) and my work laptop (usually Spotify Premium paired with the Equalify plug-in, or DFX Audio Enhancer). My theory is that the HD 428 is more forgiving of mediocre sources, and is designed for them.  [/size]
 
[size=11pt]I realize that for an audiophile, this setup may be cringe worthy, but that’s what I’ve got to work with. I typically listen to streaming music at work with a pair of Sennheiser Amperiors or Shure e215 IEMs. The Amperiors are delightful, and noticeably more energetic, even from this source, but they hurt my ears after an hour or so and certainly do not benefit from DSP. The Shures are also decent, but they also bother my ears after a few hours. [/size]
 
[size=11pt]By contrast, the HD 428s are extremely light and comfortable, even after several hours of use. The sound (from this source) is on par with the e215, and maybe 70-percent as good as the Amperior. The nearest comparison I can make is -- oddly enough -- the old PX100. [/size]
 
[size=11pt]Although the PX-100 was a supra-aural and not a circumaural headphone, I barely noticed I was wearing them. And the sound -- while not supremely articulate or detailed -- was relatively balanced and clear when compared to many sub-$100 headphones. This is what the HD 428s sound like to me ... like an over-the-ear PX100 with all the advantages that larger drivers provide (better imaging, larger soundstage). Like the PX100, I can wear the HD 428 for several hours without tiring my ears, or my eardrums.[/size]
[size=11pt]The HD 428 is not a "flat" headphone to my ear (for reference, I consider my old HD 598 Ovation-IIs to be "flat" or neutral), but it is "flatter" than my HD 238 or the Amperior. It is somewhat similar to the e215, in that the bass is accentuated somewhat and the mid-highs get a little crowded. I'm sure you can compare sound graphs if you'd like for an unbiased analysis, but this is my impression. [My typical listening day includes bands ranging from jazz (old Herbie Hancock) to death metal (Nile, Opeth)].[/size]
 
[size=11pt]Rambling aside, here is my point: The HD 438 is a fantastic "compromise" headphone. It probably isn't worth $100, or even $75, but at less than $60, it is a great value. The build quality feels inexpensive, but not cheap, and my guess is that it will hold up, even after being thrown in a bag or drawer every day. [/size]
 
[size=11pt]You will never confuse these with a premium headphone, but sometimes, a decent, cheap set of cans is the perfect thing. You don’t have to baby them. You don’t need to worship them. You just wear them. If they walk away one night when you’re not in the office -- no big deal – you can afford a replacement. In the meantime, though, you can have a very pleasant and painless listening experience. The 428s are that type of headphone.[/size]

Although I love music and have historically been fond of Apple products (since the Mac Classic), I never found a need for an iPod. They seemed cool, and I sort of wanted one, but I really didn't have much use for a portable player.
 
When I finally broke down and bought one for the gym, I went with a Sansa Clip, as reviews said it sounded better than all but a few iPods. Later I upgraded to a Sansa Fuze, which I also liked. But something was missing. I didn't just want to load up a device with MP3s; I wanted more of a curated experience ala Apple. But I didn't really want an iPod. *Everybody* had one of those, and the iTunes store's DRM (not a problem now) and interface annoyed me.
 
So what to do? I searched, and I found numerous reviews touting the Zune HD as an "sleeper" of a portable audio system -- one that few people owned, but was actually a great alternative to the iPod. It had a $15/mo. subscription plan that - to my great surprise -- carried tons of music that I liked and was interested in (things like experimental rock and metal, for instance).  So I found a gently used Zune HD on eBay for $200 or so. We've been inseparable since. I now own the (discontinued, but still available if you look) HD dock, as well as a car radio kit, and I use my Zune much like I suppose many people use their iDevices ... docked to my computer at home, docked in my car on my commute, and docked at my workstation at work. It's a slick setup that suits my tastes.
 
Quickly about the device itself: It is very well constructed, with a magnesium shell and tough glass. The OLED screen is brilliant and still impressive for an aging product. It does have some apps, but not many. AudioSurf is the best of the lot. There is also a calendar, rudimentary browser, a Facebook app, an email client, and an HD radio. Not bad for such a small device. However, if you own a smartphone, you will prefer to use that for your social tasks. Anyone with adult eyes and fingers would tire quickly of writing emails on this thing.
 
Unfortunately, the once-touted "social" features no longer work, as Microsoft has let them die. Same for wireless downloading from Zune (I think). I haven't been able to wirelessly download tunes for several months, and I think it may have to do with Microsoft's transformation of the Zune service into Xbox Music. [Clarification: Streaming music from Zune/Xbox Music still works via Wi-Fi; my problem is confined to Zune subscription mp3 downloads.] There is a well documented issue with the Zune's Wi-Fi not playing nicely with WPA encrypted routers, so that might also be an issue. Come to think of it, I have auto-synched tunes between my laptop and Zune in the recent past via wi-fi. It was kind of slow, though. Transfers are speedy using a USB 2.0 or higher connection.
 
Some good news: the Zune client is still available for all recent flavors of Windows, and it does still work (as of early 2013). I've confirmed with Microsoft that Xbox Music is compatible with Zune (via the Zune software) and should remain so indefinitely (that is not a promise, but it is encouraging). The Zune software is no longer being updated, but it is stable and very usable on my Windows 7 computers. I'm hoping for a couple of more years to enjoy this device before Microsoft pulls the plug.
 
Downloads using the Zune software and synching still work just fine. So does importing your own music to the player. ... Which gets to the reason I still use this thing: It's a *very* good little music player.
 
The sturdy magnesium shell is durable and scratch resistant, and the device has an interesting and very usable interface (it's just a touch annoying sometimes, but you get the hang of it fast) that was an inspiration for Windows Phone. The controls are all touch-based, except for three buttons, which you use to navigate and turn the Zune on or off. It stores a healthy amount of music (32 GB in my case, though a 64 GB model was sold). There is no expandability or battery replacement. It charges within a couple of hours and can run all day. I've dropped it many times (inside an Incipio protective shell) and it seems no worse for wear. 
 
The sound is quite good. I've read it uses a Wolfson DAC and it seems pleasantly warm and detailed to my ear. There are rudimentary equalizer choices (like Rock, Acoustic, or Jazz) to tweak your sound. My unit does not carry any electrical noise. Just a very nice, clean signal. That is worth comment ... the output jack appears to be well designed. Better than any computer device I own.
 
Touches like this make the Zune HD seem less like a consumer audio device and more like entry level audiophile device. I've listened to it using $40 headphones and $400 headphones and remained impressed. I consider this the DeLorean of mp3 players ... not many sold, but an iconic, enduring classic. I'll use this until it wears out or Microsoft stops supporting it. By then, maybe somebody will manufacture a smartphone that caters to the audiophile crowd?