Abstract: This event occurred at a sealed confined space which contained pipe which had been painted the previous day. This space was a twelve foot diameter, thirty foot deep wet well, which was part of a new, unused sewer lift station. The well contained approximately five feet of accumulated water. The paint contained xylene. The well was not ventilated prior to entrance. The air was not tested for oxygen content, air contaminants, or flammable explosive vapors. Employee #1 started a descent to install a valve on a stubble pipe when he was overcome by the xylene vapors and fell from the ladder into the accumulated water. Employees #2 and #3 radioed for help and then descended into the well to attempt a rescue. Both Employees #2 and #3 were also overcome by the vapors and fell into the water. Employees #1 and #2 died at the scene. Employee #3 was rescued by paramedics and recovered