Keith,
There is no telling if the formula is sound. What I decipher here is
that you want to count the records whe
in column A:A they must be equal to D7,
date in B:B must be after 12/31/2005
and column C:C should be pairwise equal to column E:E

If these were your intentions then the formula is correct. Bernie's
formula is equivalent to what you posted. Are you getting different
results?

HTH
Kostis Vezerides