Quantity's listed in the owner's manual - be careful filling to avoid overfilling (sometimes quite a bit doesn't drain out). I use pennzoil dexron grade ATF in my ZF 3HP22; approved brands are listed in my manual for an 82 633 - they may or may not appear in later years' manuals. Finally, do whatever you can to get new gaskets for these things whenever you have them apart. They fail even when they look good, and can murder a tranny very quickly when they do. Check bavarian autosport - they usually have had in stock everything I've needed for mine. About the ticking, I don't have any suggestions, but I speculate it may be a bad omen. Anyone else got any ideas? James