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.

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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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