I'm actually doing a whole engine rebuild. I wnat to wait to get the engine out before I kow for sure what I'm doing, but assumin the crank is in good shape I will be goind with the Crane Energizer 272 H10 cam, AFR heads, 9.5-10 comression, new oil and water pumps, new aluminum radiator, Energizer full roller rockers, new suspension, new richmond 5 speed, rebuild rear end with new 3.08 gears, and new exhaust. I've heard Doug Thorley Headers makes a 50 state legal set of headers that I'll be using. All of this stuff has CARB EO's so I should be 50 state legal when I'm done. If I need to replace the crank I'll stroke it and go with the 268H cam instead. Desktop Dyno 2000 says I'll get a little more out of the Energizer cam with the 350, but the 268H is the way to go with a 383. I''ll probably top off the 350 with an Edelbrock 600 cfm, but If I go 383 I'll have to stick with a Q-jet. I'd like the easier tuning (so I've heard), but am a little concerned with only having 600 cfm for the carb. Everywhere I read says it's OK for the 350, but too small for the 383. All told I'm looking at about $10,000 this winter (give or take about $2k). For suspension I'm looking at the VBP GT plus system with smart struts and the front monospring setup. Frame, interior, and body are in great shape so I won't touch them for about 5 years (to save money again), then I'll swap hoods, repaint, and redo the interior.