yeah, It'll fit, and with your upgraded fuel system you should get a little more power since you will be going from a 2.8 to a 3.0. otherwise they are the same motor. My engine has about 250 k miles. A friend rolled his 78; his engine has fewer miles plus a recently installed head he bought from Vines. Will his engine fit in my car with no problems? I plan to use all my bolt-on stuff: fuel injection, manifolds, etc. Also, I have a 5-speed and he has an automatic. TIA TomO 80 528i 90 735i