yknow, I used to keep my 534 under 3K too but after I drove it some I find that it doesnt hit its powerband till about 3,300. Between 33 and 36 it seems really happy and pulls hills like a champ. Im not sure what all had been done to it before I got it, so I cant be sure if its all original. Guess if I blow it up I'll upgrage to a beefed up 460!!!! I got a friend that says he can build one to 600+ hp pretty cheap. Keep me posted on what carb you end up using. BTW,, are ya sure the high rpm thing cant be adjusted out with the carb thats on there? A new one is always nice, and the installation dvd is pretty good, but when it comes to finessing a carb to run like it should I had to defer the work to a higher power. Easier for me to work a little extra and pay someone else to do it fast!!