You'll need a drop-base housing for sure. Then you'll have to probably swap out for a 2inch element instead of 3 inch - the elements are available as short as 1 1/2 inches.
BUT - if you get a 9 inch round Spectre filter housing with element off the shelf at Autozone for $29.99, and run a long bolt though the housing and element BEFORE you put it on the car, put a big washer on each end, put a nut on it, and tighten the nut until the raised center in the lid is recessed instead of raised, that might fit.
I used this on mine - I'm running an Edelbrock 1405 with the RPM intake - but the 14 rubbed my distributor and never made a good seal. In addition, with the base having to be "dropped" so much, I felt like I wasn't getting enough air flow (since the element was sitting around the carb, instead of over it), and there was really only about 1/2 inch of air flow clearance over the top of the carb. This Spectre unit looks better, doesn't rub my distributor, has a nice red 2 inch oil-cleaned filter included, and now I have 2 inches of air flow clearance above the carb, instead of below it. But the raised chrome top has to be indented in the center (thus the long bolt/washers/nut as described above) to get it to fit under the hood.
Pic at
http://www.thirdgen.org/techboard/au...er-hood-2.html (3rd gen under hood Pics post them here!) post #51
Maybe an option for you. Good Luck!