thanks, guys. i've considered rebuilding the cleveland - it sure would be simpler in terms of not having to find miscellaneous parts (and it's all there including ac). i guess the gearhead in me just liked the idea of awesome, thunderous torque to incinerate the tires. and, the cleveland has been a pitifully sick puppie since birth. will probably be my last "big" project car so i was just thinking something a bit exotic, and i already had the 460.

thanks again for your opinions!