wOw! Thanks for the great replys folks!!

NAD - Ruled out. At the time of my orginal posting I had already pretty much ruled out the NAD for the same reasons given by beginnersluck. Espcially the suspect quailty control issues lately coupled with the fact that I would be buying used or 'B' stock to beginn with.

Outlaw 1050 - I went back and re-read the specs., manual, and such. So if I have this right, the Outlaw is a 5.1 processor that matrixes the sixth channel (rear center) to produce a seemingly true 6.1 sounding decoder. I read 140 reviews (yes, I read nearly all of them) on audioreview on the Outlaw and not one complained of the 1050's 6.1 capabilities. So as Gonk pointed out, it must do a pretty good job in that respect. I am concerned though about the coax. and optical inputs. At this time they meet my needs but who knows what the future brings (I suppose I could always get a spliter box or something if need be).

Denon AVR2803 - Seems to meet or exceed my HT wants/needs. Just not sure about the overall quality (weighs 11 pounds less the 1050...hmmm) or the HT and 2-channel sound. Plus about $150 more then the 1050 (that's one pair of new NHT super-zero XU's).

It's looking more and more like the 1050 is the answear. My ultimate goal is to go 'seperates' after upgrading my speakers (rear, centers, and front). I will probably add an amp in about two years and then use the 1050 as a pre/pro and rear center amp. Then maybe in about two more years purchase a new pre/pro. So perhaps the 1050 would be a good stop-gap machine until then.

I'll think about it for a few more days (maybe an used one will pop up). Until then, any more comments or suggestions would be greatly aprecciated.

thanks
dan