SOMETIMES George Betancourt's two sons dream that he is still alive. They cry out for him at night, as if he is just down the hall in their Pasadena home. If their cries are loud enough, their mother comes and reminds them, gently, that their father is gone.

One hundred eighty miles away, in the North Texas town of Corsicana, James Landers also dreams of George Betancourt. He sits up in bed some nights and blurts out the name of his late friend and coworker.

On such nights Landers is like a Vietnam veteran reliving a firefight. He sees himself on the scaffold with Betancourt. He sees the terror in Betancourt's eyes as the hazard alarm goes off. He smells the rotten-egg odor of the hydrogen sulfide gas as he breaks the seal of his mask. He holds his breath, scrambles down the ladder and runs.

George Betancourt's death at the Shell Oil Co. refinery in Deer Park Feb. 3 barely made a ripple in the Houston industrial community. There were no public wails of outrage or demands for reform. Had Betancourt been killed during a bank robbery or carjacking, his untimely passing almost certainly would have received more attention.

Betancourt was, after all, working in a refinery, a dangerous place. He held a job -- pipe fitter's helper with Houston-based Brown & Root Inc. -- that he knew would place him near toxic, and occasionally lethal, chemicals.

And yet Betancourt's death could have been prevented. The gregarious, 31-year-old man known to his friends as "El Gordo" -- "The Chubby One" -- might have survived that February night on the scaffold if certain safety rules had been followed by Shell and Brown & Root.

If only the line had been purged of hydrogen sulfide -- the notorious "sour gas" that can asphyxiate in seconds -- before pipe fitter Landers and his assistant, Betancourt, had begun working on it. If only the two men had been provided "egress bottles" -- portable air supplies to be used in emergencies -- in addition to their stationary air lines, hooked up to bottles 15 feet below them on the ground.

BETANCOURT was the fourth oil or chemical industry worker in Southeast Texas to die of hydrogen sulfide exposure since August 1991. The Occupational Safety and Health Administration cited three of the four plant owners for "serious" violations.

At least 30 other workers -- most in construction or heavy manufacturing -- fell victim to atmospheric hazards (excluding fire and electric shock) in Texas during the same three-year period. They died of heat exhaustion and asphyxiation due to inhalation of cement dust, water, welding fumes, nitrogen, argon and unidentified gases. Occupational medicine specialists say it is possible that some deaths attributed to heart failure, as well as some fatal falls, involved chemical exposure as well.

In some cases the doomed workers were sent into confined spaces, such as manholes or chemical storage tanks, without respirators. In others, as happened with Betancourt, they were given ambiguous instructions or inadequate respiratory protection.

Such lapses -- especially the failure to issue belt-mounted egress bottles, which offer five to 30 minutes of air, depending on the model -- infuriate Ray Skinner, director of OSHA's Houston South Area Office.

"Industry is not consistently providing protection for its employees," said Skinner, whose jurisdiction includes most of the refineries and chemical plants in the Houston-Galveston and Beaumont-Port Arthur areas. "Many people fight me on egress bottles because the (OSHA) standard doesn't specifically require them, but the standard does require appropriate respiratory protection if there's a life-threatening situation."

Skinner cannot abide vague work permits issued by owner companies to contractors for jobs in dangerous areas. "The information contained on a permit is critical," he said. "You don't just say, "Use breathing air.' Well, what is "breathing air'?"

Nor does Skinner buy the argument that an owner company somehow abdicates its oversight duties when it hires a contractor. "You cannot contract away your safety and health responsibilities," he said.

On March 10, Skinner's office cited Shell for 19 "serious" violations associated with the Feb. 3 accident, which not only killed Betancourt but nearly killed Landers. OSHA proposed penalties totaling $44,675.

Under an "informal settlement agreement" signed April 4 by Shell and OSHA, 15 of the 19 violations were deleted or downgraded from "serious" to "other." Shell will pay $20,000 in fines for four violations, among them failure to "effectively evaluate" Brown & Root's safety performance on the job and failure to ensure that in-service equipment had been properly cleared of hazardous chemicals before maintenance work was performed.

On March 11, OSHA cited Brown & Root for seven "serious" violations and proposed $20,000 in penalties. Under a March 31 settlement agreement, OSHA dropped five of the seven violations and Brown & Root will pay $10,000 for the remaining two -- failure to document that employees received and understood safety training and failure to ensure that employees chose proper respirators and followed procedures.

Neither Shell nor Brown & Root would comment on the accident. Both, however, touted their safety records. Brown & Root meets and in some cases -- fall protection, for example -- exceeds OSHA requirements, said Joe Stevens, the company's vice president for employee relations. Employees of Brown & Root Industrial Services, the branch of the company that employed Betancourt, average 50 to 60 hours of training a year, he said.

"We've had a few (deaths) and each and every one disturbs us greatly," Stevens said.

Skinner said he is satisfied with the settlements and believes that both companies have gotten the message. But no fine or administrative scolding can atone for what happened to Betancourt and his family.

BETANCOURT'S 31-year-old wife, Norma, only recently has been able to talk about him without breaking down. She must raise three fatherless children: Jaime, 14, George Jr., 8, and Sandra, 1.

"He was a special person," Norma Betancourt said of her husband. "He was a good father, a good husband. He had a lot of friends."

George and Norma Betancourt had met in Matamoros, Mexico, when they were 15. George Betancourt was an affable man who "had a good mind for the mechanical," his wife said. He joined Brown & Root as a laborer in 1992 and was sent to Shell to work a maintenance shutdown on Jan. 24. It quickly became apparent to Norma Betancourt that the job was different -- weightier -- than others her husband had done.

"He told me it was much more dangerous than the other plants," she said. "He had to dress like an astronaut to do this job. When he would come home in the morning he would give me a kiss but wouldn't hug me or the kids until he took a shower. I washed his clothes separately because he asked me to. He was always a very careful person."

LANDERS, 37, was so shaken by the accident that he left the Houston petrochemical complex, where he had made $14 an hour as a pipe fitter, and took a $5-an-hour job managing a hardware store in the tiny East Texas town of Onalaska, near Livingston. He left Onalaska in July for Corsicana, the hometown of his wife, Laura, and is looking for work.

Landers can describe the events of Thursday, Feb. 3 almost clinically, although there is a catch in his voice when he mentions Betancourt. At times he is moved to tears.

Betancourt and Landers were working the 7 p.m.-7 a.m. shift that night. Both men had taken a contractor safety course -- of limited value, according to Landers -- and attended a Shell orientation session before starting work in the refinery's Girbitol Unit, where hydrogen sulfide is removed from fuel gas. The Shell session was held immediately after Landers and Betancourt came off their shift on Feb. 1; Landers said he was "pretty well wiped out" and fell asleep at one point.

At the start of their shift on Feb. 3, Landers and Betancourt were sitting in the lunchroom in the Girbitol Unit, along with other Brown & Root workers, awaiting their assignments. Brown & Root foreman Mike Johnson came in around 8 p.m. and told Landers, "I've got a job for you."

Johnson wanted Landers to unbolt a flange in a 6-inch line about 15 feet off the ground and install a "blind" -- a pancake-shaped piece of metal used to block the passage of toxic gas or liquid. Betancourt was to be Landers' helper, and a coworker., Ken Christmas, was to be the "safety watch" on the ground. Landers doubted the job would take more than 25 minutes.

At about 8:30 p.m. James Cover, a Shell operator, met with the three-man crew and Johnson. What Cover said to the Brown & Root men is in dispute.

Landers and Johnson said Cover told them the hydrogen sulfide line had been purged with nitrogen and would have no more than 3 to 5 pounds of pressure in it. "He (Cover) said if we smelled a little bit of it (hydrogen sulfide), it wouldn't hurt us," Landers said. Cover said in a June 27 deposition that he made no such statement.

In any event, Landers and his assistants were issued a Shell work permit at 8:50 p.m. The permit, signed by Cover, Johnson and the three-man crew, said that there "may be some (hydrogen sulfide) gas present" and that the workers should be given "fresh air with egress standby."

Here the stories diverge again. Landers said he understood these instructions to mean that he and Betancourt needed a supply of fresh air on the scaffold and that Christmas, as the "standby" man on the ground, needed a portable air supply. In fact, Christmas was equipped with a 30-minute, self-contained breathing apparatus called a Scott Air Pak.

Cover said in his deposition that he explained to Johnson and the Brown & Root crew that "fresh air with egress and (italics added) standby" were required.

Before Landers, Betancourt and Christmas could start the job they needed another clearance document, this time from Brown & Root. They and Johnson signed the form sometime after 9 p.m. It made no mention of egress bottles; it simply said to use "Hi-Glo" protective suits and "fresh air" and to "break flanges away from you."

Landers, Betancourt and Christmas put on their mandatory safety equipment: bright yellow Hi-Glo suits, rubber gloves and respirators -- the Scott Air Pak for Christmas and full-face respirators, hooked by air hoses to a bottle bank on the ground, for Landers and Betancourt. The men also asked for rubber boots, which weren't required.

At about 9:30 p.m., Landers and Betancourt made their way to the top of the four-level scaffold. Neither had an egress bottle. Landers' air hose was 50 feet, Betancourt's 25. The configuration of the Brown & Root-erected scaffold made it difficult, if not impossible, for Betancourt to come all the way down without either unhooking his hose or removing his mask.

Landers removed the bolts on the bottom of the flange, so that any residual liquid in the line would spill harmlessly onto the scaffold boards. A "sparkling" liquid did, in fact, come out, as did vapors, similar to the ones that waft out of a car's gas tank during fueling. At about 10:15 p.m., a piercing alarm went off.

"I knew exactly what it was," Landers said. Betancourt "looked at me. He had that fear in his eyes, like, "Oh, s---, something's wrong.' My thought was, just be cool, stay calm."

Landers and Betancourt got down to the third level of the scaffold. Landers turned away from Betancourt, broke the tight seal of his face mask slightly, got a "real strong" whiff of hydrogen sulfide and resealed the mask.

When Landers looked back, Betancourt was holding his mask in his left hand. Seconds later he yelled and fell about 3 feet to the second level, hitting the back of his head on a yellow valve.

Christmas checked the men's air hoses and tried to help Betancourt, lying dead or dying, on the scaffold. Meanwhile, Brown & Root foreman Johnson and a Shell rescue team responded to the alarm. Christmas' air supply was almost depleted, so Johnson -- wearing a self-contained breathing apparatus -- climbed up to the second level of the scaffold. He and Landers broke a pipe and handed down the 5-foot-11-inch, 220-pound Betancourt, feet first, to the Shell people.

"His eyes were already rolled back in his head," Landers said.

Still on the scaffold, Landers drew three or four deep breaths of air, disconnected his hose from his mask and went down the ladder. He held his breath for about 30 seconds, ran to where the Shell people were performing CPR on Betancourt and pulled off his mask. He felt "real drained, real dizzy" and was "hurting all over," he said.

He staggered another 200 yards or so to the "Blue Building," the designated evacuation site, and was taken by ambulance to Bayshore Medical Center in Pasadena. His clothes were stained with Betancourt's blood.

THE next morning, a Friday, Landers hesitantly asked a nurse in the Intensive Care Unit about Betancourt. "I asked her if George made it and she said, "No. I'm sorry.' "

That afternoon two Brown & Root men -- project safety manager Matt Hodge and maintenance turnaround supervisor Bill Schendel -- and Shell safety official Jim Beasley came to the hospital. They took a statement, later transcribed, from a dazed and distraught Landers, who was still in the ICU. He said he cannot recall what he told the men.

Exhausted from two sleepless nights, Landers was discharged from Bayshore on Saturday afternoon, Feb. 5. A Brown & Root employee Landers did not know picked him up and took him to the contractor's office at Shell to answer "a couple of questions."

"He said, "This won't take very long,' " Landers said. "I said, "I just want to go home."'

As it turned out, four Brown & Root officials "interrogated me for two and a half hours in that meeting," Landers said, asking "real sharp questions" about the accident and drawing sketches on a big board.

Landers said he told them, among other things, that he would have "kept George and everybody else" away from the hydrogen sulfide line and demanded an egress bottle for himself had he known that Shell had not properly cleaned out the line before it issued the work permit.

Landers left the meeting feeling "real teed off. Here I am just getting out of the hospital and they had no consideration for me whatsoever. I'd seen a good friend die, and it wasn't right. I think I was really taken advantage of. I felt like they were trying to put the blame off on someone else."

Although he would not comment on Landers' allegations, Darrell Hargrove, safety director for Brown & Root Industrial Services, said it is not unusual for company officials to show up in a worker's hospital room to ask questions -- providing there is no medical reason to stay out.

"You try to get statements from the people involved just as soon as you can, before someone forgets," Hargrove said. "We're not out to take advantage of someone."

Landers stayed off work until Feb. 16, when he was cleared for "light duty" at Shell. He was assigned, against his wishes, to monitor air bottles in the Girbitol Unit, where he had almost died. The same day, he said, he was caught in a chemical vapor that frightened him and made him dizzy.

"I told (Brown & Root) I didn't want to go back" to the unit, Landers said. He was laid off Feb. 21, and although he later interviewed for three other Brown & Root jobs, he was never rehired. He has filed a personal-injury lawsuit against Shell and Brown & Root.

GEORGE Betancourt was pronounced dead at 11:25 p.m. on Feb. 3. The Harris County medical examiner performed an autopsy the next day and concluded that the cause of death was "asphyxia from hydrogen sulfide."

Norma Betancourt has sued Shell and Brown & Root, alleging that their gross negligence caused her husband's death. Her attorney, Steve McCarthy, said that "when corporations show a disregard for worker safety and a man dies because of that, someone has to step up to the plate and hold them accountable."

Betancourt's wife hopes to receive a jury award or settlement that will allow her to raise her children comfortably and send them to college. But no amount of money will bring her husband back. "He was just too special."

She keeps little mementos of him. She has his coffee mug, with his name on it, which she is saving for George Jr. She has his last pack of cigarettes. She holds on to other things he might have touched during the last day, or week, of his life.

The baby of the Betancourt family, Sandra, never got to know her father. The boys were quite close to him and haven't accepted his death, their mother said.

"I hear them talking to George when they're alone," she said. "They miss their father." ...

George Betancourt, a pipefitter's helper for Brown & Root Inc., died when he was exposed to hydrogen sulfide gas last Feb. 3 at the Shell Oil Co. refinery in Deer Park. This is what happened. (Times are approximate.)

10:15 p.m. An alarm signals a hydrogen sulfide release from a line 15 feet off the ground. Pipefitter James Landers, who had been working on the line, and his helper, Betancourt, scramble down to the third level of the four-level scaffold. They are wearing respirators attached by hoses to a bank of oxygen bottles on the ground, but have no portable air supplies.

10:15-10:20 p.m.: Landers turns away from Betancourt, breaks the seal on his face mask, smells hydrogen sulfide, reseals mask. Looking back, he sees Betancourt with his mask in his hand. Betancourt yells and falls to the next level, striking his head on a valve.

10:20-10:25 p.m.: Fellow Brown & Root contract employees and a Shell rescue team rush to assist, removing Betancourt from the scaffold. Landers takes several deep breaths, disconnects the hose from his mask and runs to where the rescue team is performing CPR on Betancourt, then to an evacuation site 200 yards away.

11:25 p.m.: Betancourt is pronounced dead.