318 is suddenly doing THIS:

Hey guys, sorry for the delay in posting back.I have been pretty busy and just now got back on this project.

I replaced the fuel filter and it wasn't clogged.

I ran the engine some more try to identify the symptoms better, and the only thing I can add is, if you keep your foot down, it will just dwindle down and die..no theatrics with backfiring or anything.If I back out of it while it is "winding down", it'll pick back up and idle.

So, with that in mind, I made it stall, then pulled the top off the carb.The carb bowl was full of gas just like it should be.

This is an electronic distributor, which I'm suspicous of because it's stabbed in several teeth away from normal but its timed right.

The entire engine came from an '84 Dodge Ram.

I'm still stumped, so I will try the suggestions so far and get back to you guys..thanks!