If analog music playback is a primary requirement, as well as the HT side of the house, then the Classe' SSP-25 (which I own) is the choice at $3000. It has DTS/DD/THX, and a true high-end analog bypass mode for analog sources, and the unit sounds wonderful..open, spacious, and, on the analog bypass, a wonderful pre-amp in on it's own right. If analog is not a concern, or focus, the Parasound AVC-2500, at $3295 ( usually about $2800 with the RF for DD LD's), has OSD, and a tuner, as well. All it's analog inputs are first converted to digital, however, but the sound is very good. I never find the Classe's lack of an OSD to be an issue, as the display is very well-done, conveying all information needed. Also, when I am doing a "balance trim", on the fly, no OSD to distract the viewers. Multi-channel amps from Rotel and Parasound are about $1000, so the $4000 budget could be satisfied. Hope this helps. I researched the processors extensively, and had $3000 for my upgrade. I was able to get the SSP-25, with the internal RF, a line conditioner, some upgraded cables, and some new small signal tubes for my JoLida 502, all for the $3000 price point. Mike Colwell mecolwell@hotmail.com