To Jason, but for the benefit of anyone .. There are no water passages between the front cover or water pump housing that could let water into the cylinder block. The front cover is just a tin cover, and the water pump housing only carries water in and out of the block, so you would have to have a serious break or crack somewhere to let that happen...highly doubtful. The intake on a 361 thru 440 carries no water, so thats out too. Most likely you lost a head gasket. No big deal really, the big block is very robust and from personal experience a good quality gasket like Fel Pro or Mc Cord will be the ticket. Avoid the all metal gaskets, but you probably wont find them anyway since most everyone now uses the composition ones. The one thing that I would be careful about is to change the oil immediately after you fix the gasket. Ethylene glycol can raise havoc with things like piston pins and such, I lost an engine in a vehicle once just from having antifreeze get into the oil and I didnt catch it. One day it ran, the next day one pin was locked tight. This wont always be the case, but there are chemicals you can buy at most parts places that are specifically for flushing engines that have had antifreeze in the oil. If all the water is in the pan, dont even bother with this until you drain all of what is in there out, you could even dump a quart or two of diesel or similar in the thing at this point to help get all that out. Just dont run it! Then, get some cheapo generic 30 wt and a new filter and after you fix the gasket, run that for a short time with the intention of draining that out and then running whatever you normally use. It may sound overzealous, but 12 quarts of oil and two filters is a heck of a lot cheaper than anything you would have to do to repair your engine after antifreeze gets into it and you lose a bearing or worse. Hopefully you didnt have anything damaged yet, these are very tough engines and can take a lot! The head gasket itself is an easy fix, pull the intake manifold, the exhaust manifold from the side that failed, and thats about it short of lifting off the head. You may want to pull the distributor if you think its in the way and if some of the accessories bolt to the front of the head, just remove the bolts and the accessories should just hang there. Hope it works out well Mikey 62 Crown Coupe