[jlb169]

sounds like I've been approach this backward. Thinking I'm too rich, you guys seem to think I'm too lean. Yes it's still backfires through the exhaust at around 3800. I've tried two carbs there's an edelbrock 750 on it now. Had a 4150 holley on it with the same results. thats why I was ruling out fuel.
Excaliber: I agree it wouldn't be worth it for you to check my tail pipe!! Take my word for it. Thanks all!