I strongly recommend you don't go anything lower than a 3312. Stepping up from the 2312ci to the 3312ci adds: * Dual HDMI outputs that can be active simultaneously * Pre-outs for all channels * Audyssey DSX with speaker terminals for all 11 speakers (however only 7 can be active at once) * AL24+ processing on FL/FR channels for greater 2ch music fidelity * A dedicated PHONO input with pre-amp stage * HD Radio * Ability to scale sources to 1080p/24 * Ability to cross-convert analog video signals (e.g. s-video in to component out) * Enhanced multizone / CI capabilities: --- 3 zones instead of 2 --- Composite video output to Zone 2 --- Ability to send digital 2.0 PCM audio (optical/coax only, not HDMI) to Zone 2/3 --- dual 12v trigger outs