Didn't think I'd need the larger pan and was worried about clearance for cross member. Plus if you look at pic of pan there is a divet for this issue. Either the casting was off a bit or they just didn't make it large enough. I sent an email to Holley but I'm guessing they already know about this.You must have a 302-2. The 302-3 is a little bigger and will handle a 4.0” stroke. A little more room.