Denny, Once again thanks for the info I really appreciate it and it explains why there's two filters and it makes sense, I will leave both in. I'm amazed at the other inline filter is that actual rust inside the glass? After your pics and info I hooked up my throttle cable now I've got the problem of my accelerator spring pulling back my trottle cable close when I release it (it doesn't stay pulled out at the dash, too much tension). This truck was upgraded from a 216 to a 235 and they attached a spring to the exhaust manifold using a hose clamp which serves as the accelerator return spring for the gas pedal and it's a heavy duty spring and most likely the wrong one. I've done a bit of reading on it and my mechanics book doesn't really say or show much but didn't the spring originally attach itself to the gas pedal linkage at one end and the other to a mounting bracket that was bolted somewhere on the oil pan? Again these might be "no brainer" questions to someone who's seen this set up over and over but for me it's all guess work. I do have a vague idea but if I'm right, do you have any pics on how that's set up??