Ken wrote

Excel 2000 ...

Col B contains 1000 alpha-numerics (many repeat)

Col D contains 50 alpha-numerics (none repeat)

I would like "Conditional Formatting" Formula in Col B to
high-lite all alpha-numerics not found in Col D.

Thanks ... Kha

If I understand what you mean by alph-numerics, how about:
Select Col B
Format|Conditional Formatting|Formula Is
=(COUNTIF(D:D,B1)=0)*ISTEXT(B1)
Choose color from Patterns

--
David