The motor is a 454 with 396 oval port heads (should have some compression). I pulled the valve covers off and found little bits of metal hanging out under there. The source was the cups in the aluminum rocker arms that the push rods ride in. Everyone of them was broken or cracked. The tips of the push rods didn't fit in them properly. So the motor was cleaned and re-sealed. I also added a new comp cam, push rods, rocker arms, new intake and carb. Couple things I learned doing this, the green gasket stipper rolocs from 3M are awesome, and the one piece pan gasket from Fel-Pro is pretty great too.
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