Quickbooks 2011 Upgrade, will not upgrade my db

Quickbooks Pro 2011
upgraded from QB 2008

Try to open a db  (data.qbw, which is about 6MB)
Update Company File for New Version
I click Update Now
Before we can update your data, you must back up
I click OK
Then on Quickbooks Backup Screen
I click OK
It then makes a 1MB backup file
Then I see a screen that says Backup Incompatible with Earlier QB Versions, To use this backed up company file with earlier versions of QB, chose File-> Utilites -> Restore Backup for Earlier VErsions...
I click OK
You are about to open a company file using a newer version of QB.  QB will update this file to the newer version...
Do you want to continue
I click Yes
And then I am back to the No Company Open dialog box where I can choose what db I want to open.
And it does this over and over gain.

Who is Participating?
Do you still have QB2008 installed and is it still able to open the file? First, make sure you have a backup in QB2008. Then run Utilities->Verify Data and make sure there are no problems with your DB. If there are not, then try to restore that backup in QB2011....
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