Amp for the two channel.....ML vs Proceed

I'm working on upgrading my BR system.

Two channel only (current system, Pioneer Elite VSX-09TX, JSE 1.0 Speaks,Sony DVD as tansport (nothing worth listing), I'm considering a few options as the AV receiver I've been using will be going to my girlfriend once she closes on her house. I've also got a Linn Ikemi that's available for use in this system....

1) Proceed PRE/HPA2
2) Mark Levinson # 383 integrated

I'm using an older pair of JSE 1.0's there, they'll easily handle 300 watts/channel, so both are acceptable.

The true issue is that I'd like to end up with a pair of Eggleston Andras with a ML 33(4or5).

I'm looking for any insight you all may have. I've got a few plans in mind but....

I'm looking for insight into the pro's/con's of buying a ML integrated (high on my list) vs. seperates (Proceed pre/HPA2)

You can save me the obvious of seperates vs integrated, unless it specifically pertains to the ML 383..
In all my listening, I have been disappointed in Proceed's performance with regard to amplifiers. I have heard ML stuff a lot and used to have a No 39 and 333 in my system. I have to say that I was extremely happy with the equipment.

It seems to be about 50/50 though with Levinson - half the people like it and the other half think it is lifeless.

Good luck with your choice.
I have owned a Levinson 331 and then I bought a 335 and a 39 and I must say Levinson is at the top of my list as far as high end audio there are alot of great companys outthere but Levinson is the best in my opinion in every way from customer service to the quality and most of all their sound is unmatched in my eyes. The 383 will blow away the proceed. remember thats their entry level Levinson. I would call madrigal for yourself and speak to someone in sales. The sound is much more layered and life like with the 383. Good Luck