I think you need to use the Worksheet_SelectionChange
event, rather than the WorkSheet_Change event. The change
event occurs, I believe, only when you actually enter
data into a cell, or change data that is already there.
The SelectionChange event occurs whenever the user
selects a new cell or range of cells.

-----Original Message-----
Hi
you may use the worksheet_change event for this (not
tested though)
Enter the following in your worksheet module:

Private Sub Worksheet_Change(ByVal Target As Range)
If Target.Cells.Count 1 Then Exit Sub
if target.address = "$E$5" and target.value <"" then
'invoke user form
end if
End Sub

--
Regards
Frank Kabel
Frankfurt, Germany

Paul wrote:
Hi XL 2000

I would like a UserForm to pop-up upon the user
entering
worksheet cell E3.

Any ideas appreciated.

Thanks,
Paul
.