Itunes too many pics!

itunes says i have >1000 photos using almost 4GB but the iphone camera roll says only 585 pics.  i am trying to update to ios7 but i cant because i am out of space.  i need the extra GB but dont know where itunes is seeing an extra 400 photos?!?!?
i know other people have had this problem after backing up or restoring, but i have done neither in a long time until this morning thinking that a backup would fix the issue.  but no, i tunes still says same thing.

Once the Device is asking to be Restored with iTunes... it is too late to save anything...
See Here  >  http://support.apple.com/kb/HT1808
You may need to try this More than Once...  Be sure to Follow ALL the Steps...
After you have Recovered your Device...
Re-Sync your Content or Restore from the most recent Backup...
Restore from Backup  >  http://support.apple.com/kb/ht1766

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