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Tim, Sounds like you are having some of the same problems I am having. Except mine is fuel injection. I don't have an answer for most of your questions except for the backfiring...Have you installed a new muffler system since the rebuild? I installed a tuned exhaust when I put the engine back in the car after the re-build. Two problems came up: 1) There was a hole in one of my exhaust pipes (heat exchanger) which was causing backfiring, I had to replace it. 2) The new muffler was much lower then the stock one, so it has the habit of scraping on high driveways, this caused it to loosen, and allow air to seep into the muffler. In either situation, cold air which was seeping into the pipes (like when downshifting) would rapidly expand in the hot pipes, and then cause a backfire as it heated up, and mixed with the other exhaust gasses. The problem is not too serious, this is most likely the cause, if the block is new, maybe your screws on the muffler are not on securley enough. Check for leaks, and tighten those screws, if the problem persists, it may mean something more serious. Eric '71 TIII SqBack ipco@isle.net