Thanks everyone. Forgot to mention, the engine was re-built also. Not sure about the cam, I think it's stock, but it was new when I got the engine and wasn't told. We messed around a little turning the screw on the modulator, didn't do much good. I don't know how far you can turn that, we were a little cautious about it. I don't know that we have the kickdown cable adjusted properly, but it won't upshift from 1st to 2nd to 3rd until it hits higher rpms. Not just 2nd to 3rd. Maybe I'll disconnect it and give it a drive. The backfire is driving me nuts. Car runs well, just backfires when I let off the gas. Do you think it's the 301 carb causing that? Like I said the engine is re-built, so I would hope there's no problems inside it. Look forward to everyone's comments.