well, My dad took a look at it, figured out my vac check was way off cause I was taking it from the advance.. took it from the hose that goes to the vac pump, and hooked it to the gauge on the engine side.. it gets like 17 hg w/ tiny bit of flutter cold so it has 1 valve that somthing is up with, when the engine is cold only... anyway, gapping the old points wasn't good enough... broke out a new set of points and it has power again. car moves along pretty good now. it was pinging a lot ( sounded like an old diesel ) so we retarded it until it didn't ping anymore.

I did not realize that points could have that effect... But I do now..

anyway, thanks guys..