Thanks for the help.I need to make a valve cover with a hole in it so i can run it.I have header wrap ...like i said there is no spongy lifter or valve spring issues i see.I isolated this with a stethascope(sp?)to cylinder 6..sound is rocker slop for sure....the other problem (or is it?) this is the cylinder that wiped the cam lobe i though the lifter was smooth in the bore but wonder if its hanging up? I wouldnt think with 300 lbs springs.Its half engine speed and very noticable over 2000 rpm.

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I should re-title it "Sounds like excesive lash"