tightened the fuel inlet valve to lower floats a bit and that seemed to fix it.
per the info in this video @ 3mins 12secs. http://youtu.be/1-pks8FoC6w
took the car for a long drive today and it ran perfect. replaced fuel filter also.

thanks for your help guys. if it starts acting up again i'll take it apart.

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70 Plymouth Valiant 4dr