Reed spacer, jack the air box up (must be 88-89) or aftermarket box, stock boot, remove the grommets from the airbox on the front and it will all run. The air boot will rub on the shock but they do on a lot of stuff, I had to play with moving the back up to get it off the shock spring when you were in the area of bottoming. System works close to a revalve on a 450R to me, I owned both at the same time. Shock length will depend on where you want your ride height, 15.5 or 15.75, shock must be dual rate. I still have all the parts, I switched to a CR linked frame, thought the shock could have gotten better but my frame gave up before it was time for a shock service again to have the valving adjusted some more.