Severe respiratory tract irritation occurred in at least 74 of 100 boilermakers who were exposed to high levels of vanadium pentoxide fume during oil-to-coal conversion of a utility company power plant in a rural area of western Massachusetts. Many were welders working in confined areas with inadequate ventilation. Most frequent symptoms were productive cough, sore throat, dyspnea on exertion, and chest pain or discomfort. The illness was severe enough to cause 70 workers to consult physicians and most of them to lose time from work (median, five days). Wheezing (in 39%) was the most frequent finding on physical examination. Mild hypoxemia was noted in several workers; most (72%) had normal chest x-ray films. Expiratory flow rate over the middle 50% of the forced vital capacity was the pulmonary function test most remarkably affected (median, 57% of predicted for 24 workers tested). The Occupational Safety and Health Administration documented levels of vanadium pentoxide fume at or above the permissible exposure limit in all eight air samples taken from inside the boiler; it cited the company for inadequate mechanical ventilation and an inadequate respiratory protection program for workers. The report of this outbreak may help prevent future problems by drawing attention of physicians, workers, and managers to the potential pulmonary hazards in power plant conversion.