Emotiva UMC-1, Onkyo TX-NR809, or Denon AVR3312CI

You don't mention what type processor you are looking for (5.1; 6.1, 7.1, etc.) but since you have the XPA-5 you may want to look at 5.1 pre\pros. Since processors have changed so much in recent years to keep up with changing technology, there are some real bargains out there.

I glanced thru A'gons HT: Processor section and found these:

Usher Audio DV-9 6.1 surround sound processor $400
Anthem AVM 20 V2.21 $600
Arcam AVP700 $600
Outlaw 990 7.1 $350
McIntosh MAC-3 Surround $600
B & K Components Refernce 50 $500
Aragon Stage 1 Classic $650 (a $4000 proc)
etc.

Some of these had list prices 4 or 5 times the asking price. If your budget is a little higher, you can find some pre\pros that originally sold for $4,000 - $6,000 for $1,000 - $1,500 or less. I bought a Bryston SP2 for around $2k earlier this year.

Just about any of these will blow away the Denon and Onkyo.

btw, what do you think of the Emotiva? I've heard great things about them but have not heard one.

The reason they are so cheap is that they are archaic. If you can tolerate the lack of up-to-date features, some of them are excellent. I wouldn't recommend that, though, and would prefer the Onkyo and Denon you mention over all the others.

Kal

Thanks guys for all these information. I finally chose Onkyo TX-NR809 and is delivered today due to it's cheaper than Denon 3312 and it comes with 8 hdmi inputs. I will use it as a 7.1 pre and it will power the rear back two channels. I mainly use it for movies and I think about 30% for music. Hopefully I won't be disappointed.