Thanks for the replys....by major mod I specifically meant shortening/moving the rear diff. I'd rather not do that if at all possible. Are there better frames out there that would be a better fit???? (S-10???). I can take many routes w/ this...but want to save myself from as many headaches as possible. I've been told that putting a V8 (I'm thinking a 300 hp 327) w/ an auto trans (I'm thinking a th350) into the old straight axle/ torque tube frame is not good. Thoughts? If I took this route I would definitely upgrade to disc brakes and throw a better gear ration in the rear. I only plan to drive the truck to shows and maybe an occassional trip to work on a sunny friday:-) All thoughts/opinions are appreciated! Thanks again!