Phild & Dan: Analog pass-through means exactly that. Many processors convert an incoming analog signal into a digital signal, process it, then convert it back to an analog signal. The analog by-pass skips this stage. Many newer models have this stage, in order to accomodate SACD and DVD-A inputs. In the absence of a digital input for SACD & DVD-A, this unfortunately is the only way to maintain any integrity of those signals, since they leave the player as analog signals. One of the underlying assumptions for the A/D, then D/A conversion processing was the DAC's in the processor were better than the DAC's in the cd player. Although this can be the case, it creates its own problems. So, in the end, to paraphrase from the real estate business, listen, listen, listen,