[SSedan64]

The 400 filter does move/flop around, they don't mount tight.
Sediment sounds about normal.
I remember reading an older Thread where Crosley said He used a spring to keep the filter pushed against the Bolt head for Offroad apps.

[Torque454]

Good to know. Tomorrow ill finish checking things out and put it back together. I took the old fluid that came out and funneled it into two antifreeze jugs. It seems i will need 6 or 7 quarts to fill it back up.

[SSedan64]

I'd reuse the old fluid, you could strain it through a Shop towel etc..

[Torque454]

Id like too because alot of it is new fluid (that was poured into a dirty transmission) but when I drained it i drained it into a pan that had little bit of oil in the bottom of it and some dirt and leaves.I didnt get a chance to clean up the pan before I used it, i got a little ahead of myself. I had planned on keeping it so i could reuse it. oops.

[Torque454]

Any mods i can or should do to the trans while I am in the area of the valve body and other things?

[Torque454]

It appears that changing the fluid and filter fixed it. I am thinking that the filter had come loose from the pickup tube. It has been installed and removed while attached to the engine from 3 different trucks on several different occasions and then moved around several times while outside of a vehicle.

The lesson here I guess would be to drop the pan, clean it up and change the filter after its been out of the vehicle.

The filter element was black - but didnt have anything stuck to the filter that you could scrape off with your finger so I dont know that it was plugged. I think the filter was just barely hanging on to the pickup tube and was sucking air around it rather than sucking fluid through it.