First off, thanks for the replies. Tech, you really seem to know your stuff but I'm not really interested in building a 383 or anything near 470hp 490 ft/lb torque. That's more power than I need and I'm not looking to beat my dad in a race... yet. I see the general consensus is to get a leak down test done on the motor so I will have that done. I don't know if the previous owner played around with the gearing so I'll pull the cover off the rear end and check the rear gears and then go from there. I'm not sure what it's like for oil pressure and I won't be able to do a leak down test or check compression until spring time because it's in the back of a barn blocked in by another 20 cars. I also have another option. It has vortec heads on it right now. Do you think I could make solid ponies and torque with those heads and new cam, intake, carb?