Wow, thanks for the quick respones!! I thought about the 390 but I'm a bit of a rare breed in that I like to keep things stock as much as possible, even though the 390 and 352 look very similar and I think even have the same block? I like to upgrade suspensions and brakes but prefer to keep the engine tranny and "look" of the car as intact as possible. I read the 390 truck thread and saw that alot of people prefer to just yank an engine and replace with bigger, and though it is certainly cheaper in some cases I think it takes away from the aura of a car by swapping powertrain, etc. thanks for the pointers, I didn't realize Edelbrock carried a kit for 352's, as they're not very popular. If anyone has anything else please add!!