Panasonic DVD-LX8 9-Inch LCD Portable DVD Player
Looked and Looked and did I mention I LOOKED
and this is the best portable DVD player on the market.  Paid $399 with no shipping or tax.  Spent an extra $60 to extend the battery life to 8.5 hours.  Also, not sure why it does not have dual headphone outlets (the smaller one does), but for $6 at Radio Shack that problem was solved.  What I love - the picture - the fact that you can lay it down flat - and the best sound of all that I have tried.  I am VERY happy with this player.