Well I figured it out. I took the pto plate off to see what it looked like inside becouse I'd need to pull the tranny to take the top off and that just plane sucks.:barf: Anyways when I looked insid I noticed that the damb gears didn't line up between the main shaft and the counter shaft, and it wasent letting the 3rd, 4th gear sleave thingey ingage 3rd at all. It all boiled down to a bad adapter between the tranny and the dana 300. That let the main shaft walk backwards about .200.. just enough to kick it out of 3rd....every god damb time:mad3: ... I got it machined down today 3 hours and 3/16 of metal later.. I'll try to stab it back together tomorrow to see if Ill need to machine off any of the dana 300 input shaft. By the way I got the adapter from RUBE adapters. guess you get what you pay for.. Thanks for the info though ... LATER:smokin: