Hi RD,
Grrrr, I'm not sure why the cell keeps changing color even though I
haven't typed anything into cell. I copied your formula into the
conditional formatting field and chose my format. I hit OK and the
cell turned green (the format for my cell background).

I tried it on a brand new workbook and I'm using Excel 2002, SP3.
Maybe MS site will have info on why the condition is firing when only
one half of the formula is true.

Thanks again for your help.
Russ