I'd definitely go with a new set of heads. If you don't want to spend big money, you can go with a Dart Iron Eagle. A roller camshaft is a must, and I would go mechanical if I had to do it all over again. I would also run a scavenging plate and quality oil pan with baffling. Edelbrock air gap will work well. If the crankshaft needs turned and the cylinder need bored(probably will with that many miles) might as well stroke it to 489-496. You then have a square motor. Meaning bore and stroke very similar.
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Todd
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