Heavy Truck, someone on here put on a 390cfm Holley on a stock 292. The comment made was that the engine only "wanted" about 300 cfm or so. With that 264 cam the 390 carb should be just about perfect. Myself I am more of a Carter fan or a possible Q-jet. Manifold choice? Don't have a clue I have no experence with either. I would probably go Offy for clearence reasons. Whatkind of pistons are you going to run? stock? LP? Jay 6155