Wes Duenkel
June 1, 2009

Since the Shelby had long since lost its engine, Carl tapped Ray Bonthron of R&R Motorsports to build another Boss 302 for his racer. Featuring a (now) rare Bud Moore "Mini-Plenum" intake, 12.5:1 compression ratio, and uncapped side-exhaust, this Shelby's power plant looks and sounds like a proper vintage racer should: loud.

Other features include a Mike Durham-built Top Loader transmission and a Coleman full-floating 9-inch rear axle. Track-friendly 4.10 gears and a Detroit Locker send power to PS Engineering Trans-Am wheels and vintage-spec Goodyear race rubber. The brakes are period-correct Kelsey-Hayes units, but updated with a Tilton dual master cylinder and balance bar setup.

Since the car still wore standard Mustang bodywork, Carl needed to source the Shelby-specific pieces, so Carl had Maier Racing build a pair of fiberglass front fenders and a matching hood for his Shelby. The front and rear bumpers are also fiberglass and the windows are Lexan.

According to the vintage photos of the Shelby, it's difficult to tell exactly what color it was painted when it made its racing debut. Carl thought a likely match was Calypso Coral. It didn't hurt that he finds the red-orange hue handsome on Mustangs.

The Shelby made it's reintroduction at the Shelby American Automobile Club's 2006 convention at Virginia International Speedway. It was a hit with the attendees, and with Carl. He entered it in the "ex-race car class," where it ran without a hiccup.

Sadly, Gary Alsobrooks passed away in early 2008. The man who originally dared Carl to buy the Shelby passed on his thirst for wily automotive adventure to his teenage son, Ryan. Thus, it's only fitting that Ryan rode alongside Carl during our photo shoot at scenic Barber Motorsports Park.

Carl's Shelby lives a leisurely life these days. When not travelling to vintage events for a little exercise, it rests in Carl's two-car garage. That is, unless Carl feels the need to wake up the neighbors.

The Details
Carl Phillips' '69 Shelby GT350


  • R&R Motorsports-built Boss 302
  • 12.5:1 compression
  • '70 Boss 302 heads
  • Bud Moore "Mini-Plenum" intake
  • Willy's-modified Holley carb
  • Solid roller camshaft
  • MSD 6AL ignition, 7,800 rpm rev limit
  • Canton oil pan
  • Fuel Safe cell
  • 110-octane fuel
  • 525 horsepower


  • QuarterMaster 5½-inch blow-proof triple-disk clutch
  • Mike Durham-built Top Loader
  • Aluminum driveshaft


  • 9-inch
  • Daytona pinion support
  • Detroit locker differential
  • 4.10 gears


  • Hooker 1 7/8-inch headers, black ceramic coating


  • Front: Stock Shelby, Koni shocks
  • Rear: Stock Shelby, Koni shocks


  • Front: Kelsey-Hayes disc
  • Rear: Kelsey-Hayes disc


  • Front: PS Engineering Trans-Am, 15x6
  • Rear: PS Engineering Trans-Am, 15x7


  • Front: Goodyear Blue Streak Sports Car Special, 6.00-15
  • Rear: Goodyear Blue Streak Sports Car Special, 7.00-15


  • Aluminum racing seats
  • Auto Meter gauges
  • Hurst shifter
  • lots of rollbar tubing


  • Calypso Coral
  • Maier Racing "lightweight" fiberglass fenders, hood, and bumpers

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