Wow, Thank you all the replies. Sounds like I wouldn't be alone in changing motors. And I thought it was just all the drag racing guys I work with trying to push to a bigger motor. I was real surprised when I started looking at getting the 326 rebuilt. The shops around me were quoting $3500 to $5000 for a normal rebuild ($5000 was dyno'd and painted). The $1000 less includes heads, manifold, and carb. He has quite a few in his shop and will allow me to pick which set I want to use. Which heads should I look for over other heads? The other stuff I figure I could hopefully use from the 326 or look for at some car shows. I figure I'm about a year away from even needing the motor, but I saw this motor and thought it would be a nice motor for my car.