Hi Monty
You don't need VBA to do this.
With Listbox2, open Data Validation and in the validation criteria, allow List. You will then be able to select your Source. The Source can be a range, named range or formula.
Enter the following in the Source:
=IF(ISBLANK(F1),Range,indirect(G1))
F1 is the cell where your listbox1 is located, so change this to the correct cell reference.
Range is the name of the range you want to select from in listbox2, put the range you want in here.
G1 is an empty cell, you can use any cell that you know will always be empty.
You will get a message box when you click OK (it will say 'The Source currently evaluates to an error. Do you want to continue?), just click Yes.
This message will not appear again, it only appears the first time you enter the formula.
When you have a value in listbox1, listbox2 will be disabled, when listbox1 is empty, you will be able to select from a list in listbox2.
Hope this helps.
Ian