you can create a dummy database using oradim if I recall correctly. However, I am not sure you can do this without the 10g binaries installed... I should check, though. I usually use export/import for version upgrades, though I've only upgraded databases to 10g. And never from 10 to 11... the only 11g database I've worked were mostly for testing. hth cheers. Alan Bort Oracle Certified Professional