^+1. Jerry, I had a 2809 for quite awhile and it is a damned fine machine BTW, rock solid and with MultEQXT DEQ/DVol, a really good value at the time. Like yourself, I got upgradosis and considered whether investing more $ in a higher model Denon like the 3808 might be worth it, but I decided to first upgrade my speakers- Polk RT800i towers (MSRP $1.1/pr). I obtained a pair of Dali Helicons (MSRP$4K/pr) and at the same time I fortuitously ran into a crazy clearance discount (something like $600) on a Denon AVR4310 at BB. I was thus able to do some A/B tests. The 4310 really did not improve the SQ of the Polks much at all. On the other hand, the 4310 sounded considerably better than the 2809 with the Dalis, more detailed on critical music listening of good source material. But I had my eye on XT32 and found a deal on the Anniv Edition AVR A100, which is basically a 4311. The 4311 meets or beats out the 4310 in every way-and XT32 takes it up a big step in SQ. The 4311 is reliable, feature-packed (networking, Audyssey-Pro, Denon-Link, 11.2 capable, etc) and the best current audiophile value out there IMO. The buy-in is currently 1.3K from authorized e-resellers NIB.