First, you want to kill 2 birds with one stone 'cause you're short on bucks. But- if you spend the money, you want it to sound good. Do you see how those don't necessarily go together? Really, really good analog to digital convertors can be more than $500 per channel. Really, really good preamps can be over $1000 per channel. My point is this- First, you already own a preamp, it's in that Behringer board. Problem- it doesn't have S/PDIF out. For $200, the M300 can turn the main outs of your Behringer board, or any other 2 analog signals into S/PDIF. And.... it's a reverb unit if you happen to need one. If you don't want to use the effects, you just hit the bypass switch, and the box doesn't do anything except convert analog to digital, or, the other way around. Say you want to run a mix to an analog deck- You send the S/PDIF out of your sound card to the S/PDIF in on the M300, and it will come out in analog. With it, you can plug any analog preamp, including your Behringer board, into your soundcard's S/PDIF input. Good cheap preamps? I like M-Audio DMP-3. Problem, there are no really good cheap preamps with S/PDIF out. The only ones in your price range are the Behringers, which aren't that much different than your mixer. The next step up would be DBX386. Two chennels with S/PDIF and analog out. Although the A-D conversion is pretty good, it's not a great preamp. It's so-so, and about $429 at 8th street. My point is that a DMP-3 and an M300 would be $360 or so, cheaper used, would give you more clean gain, sound about as good, convert whatever you want into S/PDIF, and they throw in a pretty good reverb box that you don't have to use, if you don't want to. For right now, I'd get the M300 just to A-D convert signals from your board, and take the time to save and shop for a dedicated preamp.-Richie