Dexmedetomidine has side effects of bradycardia so we are planning to do randomized pr0spectivedouble blind trial to evaluate the effect of addition of fentanyl and midazolam ivwhile placing CVCin the criticalill patients. The study groups divided in 2 groups. One groups obtained 25mg of fentanly 10 min beforeprocedure.Other groupobtained 1 mg of midazolam 10 min before procedure. Patient positioned supine with trendelenberg position 10- 15 degree neck extended to opposite sidetowel placed between scapula to extended head. IJV cannulation done with7 frenchtriple lumen catheter byanterior approach using ultrasound method. 2ml of la is injected with 25g needle at the apex of triangle formed by lateral and medial head of sternocleidomastoid 1ml each injected on either side of vein for anchoring stitches by repositioning the needle. The median pain, discomfort sedation score in fentanyl and midazolam group is shown.The fentanyl appeared to be more analgesically efficient in reducing the pain intensity after la injection.The procedure related discomfort was significantly reduced in midazolam group.in our study fentanyl is more analgesically efficient compared to midazolam group.