I am finishing a semi-heated basement... would like to insulate or dampen sound from and to upstairs help sugestions please

You could insulate, as this would dampen sound. Also a layer of foam board over the rafters would help. Anywhere there is carpet and padding under the carpet would help upstairs.

If you plan to drywall the ceiling and walls there is a sound deadening drywall on the market. Georgia-Pacific Hushboard Sound Deadening Board (http://www.gp.com/BUILD/product.aspx?pid=1071) or QuietRock Soundproof Drywall (http://www.quietsolution.com/html/quietrock.html?_kk=sound%20deadening%20drywall&_kt=d746626b-dca4-4c30-a884-ebf92b74ea13&gclid=CLCfuNyEuZ4CFWpd5QodOzTgpQ)

The majority of sound, especially the lower tones, are carried through the structure itself; i.e.. The rafters, studs etc. So, any sound absorbent materials you can place between you and them will help significantly. Like ballengberb1 said, sound proof drywall.