Original User: Paulg
Thanks Caroline for taking the time to reply.  Thanks Kim for the instruction..
I have a call logged with Esri-UK and its still in progress - I'll update the status if/when we get it working
just as background I have a 11.2.0.2 64bit oracle MasterSchema Geodatabse on a Win 2003r2 64 bit box and I have tried with Desktop Advanced 10.1 on the server using a 32bit client with the TNS sorted etc.  as well as on a new pc on the newtork with a 11.2.0.2 client.  I can connect, I can do a prerequisit test (perfect) but it errors on the upgrade bit.  I have enabled tracing in oracle and all looks ok, normal enought queries and request and no errors!    
 [Fri Sep 07 15:36:30 2012] Cannot upgrade a user schema geodatabase
when the master schema geodatabase is at a previous release.
The master schema geodatabase must be upgraded first.
[Fri Sep 07 15:36:30 2012] ERROR: Geodatabase schema object install not completed (-522).
there is only one instance 
SELECT * FROM SDE.INSTANCES;
INSTANCE_ID INSTANCE_NAME                    CREATION_     STATUS TIME_LAST
----------- -------------------------------- --------- ---------- ---------
          0 SDE                              16-DEC-09          1 06-SEP-12
If anybody has any contribution - by way of ideas of how I should go about resolving this I appreciate the follow-up.
Paulg