My preference is to always use exp/imp unless there is a good reason not to do so, e.g. uptime requirements. Export followed by import into a brand new database gives you a nice clean data dictionary with that fresh new 10.2.0.4 smell, plus you get a full defrag of all your segments as a bonus (not that I'm a proponent of regular segment rebuilds) and can take the opportunity to change your tablespace layout or configurations if desired. There are at least a few serious bugs that can hit after in-place upgrades (not if you use exp/imp) - check Metalink for details. The ones I'm thinking about are specific to databases that were upgraded from 8i to 10g, IIRC. Since you're on 10g, expdp/impdp could be worth considering too, but from what little testing I've done with datapump, it was much slower and more complicated than good 'ol exp/imp. Regards, Brandon