Decided on the following:

System 33-23 (340 mains + 340 center + 170 rears + VTF2) + 1pr TP24 stands

Now I am trying to figure out if I should spend $100 extra for the HK AVR-635 over the AVR-435. I have a two devices (DirecTV and ReplayTV) that are not component. They are either S-Video or RCA. There is no component for the DirecTV. I can use component for the ReplayTV if I choose, but why bother? I'd also like to be prepared for the future. Say someone brings a VHS tape and I need to hook up a VCR. I'd want to be able to do that.

However, I have both composite and s-video inputs on my plasma. Problem? I will have to switch the plasma display mode over plus the receiver mode. I know, just one button push. But sort of a pain.

So, how did you guys decide? Was upconversion worth the extra money? AFAIK, there are no other differences between the two versions.