Rick, I have the same setup you mentioned above on my `54 1/2 ton. Except I was under the impression that the only gear choices were 4:11 (which mine is ) or 3:90 if your lucky! Where did you find a 3:38 third member? Was your donor truck an automatic? Are the `60 thru`64 trucks, "drop out" third members? Finding a "tall" 3rd member like that would solve a lot of problems for me! JD