Unable to open itunes.itl

can't open itunes.  keep getting error message
cannot open the file "itunes.itl" beacuse it was created by a newer version of itunes.  would you like to update now? 
- i click to update version, system checks for available updates, all updates are current.  still cannot open itunes...HELP!

First, there is no such file as "itunes.itl".  There is a "library.itl" (you need to be precise when asking questions here or it's garbage in - garbage out).
Which version of OSX on your Mac?
Which version of iTunes on your Mac?
Have you used your iTunes collection with a different computer?
Have you done any other system updates, or software updates on your computer recently?  iTunes won't suddenly do this unless your library file is corrupt.  It will irreversibly be updated by using it with a newer iTunes version.  Are you sure you don't have two copies of iTunes on you computer, an old one and a new one?  Search for iTunes application(s) with Spotlight.

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