Well I ended up useing a 1/2 carb spacer,9x3" k&n filter, a mr gasket chrome air cleaner ( looks pretty close to a stellings)w/a 3/4" rise on the base and a mighty demon 825cfm. What a BIG differance from the old set up. Much more responsive, seems to have alot more low end trq...Even starts better. Time to toss that old vacum holley.