I had an Edelbrock Performer that I replaced with an RPM Airgap. It is a tight fit for hood clearance, but the performance is better all round. I used an air cleaner that drops the base 1" below the top of the carb. I used a 2 13/16" element in it along with a bolt that is tightened by a flat head. It does not hit the hood, but using any plates or spacers between the carb and manifold is not an option. Also I am using a Carter 625cfm afb. I don't know if the Holley is taller or would allow the use of this type of air cleaner.