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It depends on which bolt pattern your 289 is,early 65 model 289s had a 5 bolt pattern which will not work with later model 6 bolt bellhousings.....If you have a 65-1/2 289 it will have the 6 bolt pattern which is the same as the 302,351w,and 3.8L V6 motors......Be sure to check the flywheel balance also,so youwon't have anyproblems with vibration......Good Luck!</P>