i figured out my problem. i had the wrong starter. oreilly's gave me the right part, wrong application. napa did some research and said it could be the smaller nose starter from a same year 305. put it in and strarted right up no problems. now i just need to get her timed right and should be back on road this w/e. thanks again for everyones help, i'm sure i'll be back w/ something else soon enough.