Excel 2003, what is the formula?

I have 2 columns of data. If there are X's in cells in column 1, I need to
count the number of coresponding cells in column 2 that have a specific
criteria (N/A).

Colimn 1 has an X or is blank, column 2 has 1, 2, 3, 4, 5 or N/A.
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Thanks
Keith L