ZF6 3rd Gear Sounds Like a Machine Gun

[charlesprofound]

Hello, my first thread so lets see how this goes.

I have an Early 99 7.3 with a ZF6 Manual.
220,000 Miles

1st Gear, works great
2nd Gear works great
3rd gear engages perfectly but as soon as you let off of the clutch it sounds like a machine gun and the sound gets louder and faster as the RPMs increase in 3rd gear. No loss of power, doesnt pop out of 3rd, nothing. Just makes that loud "machine gun" noise.
It isnt the gear grinding because its not a quick grind noise like when you miss a shift.
Like i said, sounds like a fully automatic gun.
4th Gear, Fine
OD, Fine
as well, Low and Reverse are okay too
But when in neutral you hear the same noise but its a little more faint, but when you push the clutch in when in neutral the noise slowly comes to a stop

Fluid Level good as well



Any ideas would help!