Try the Manual Update
this was all found at: http://codex.wordpress.org/Updating_WordPress
These are the short instructions, if you want more check out the extended upgrade instructions. If you experience problems with the Three Step Update, you may want to review the more detailed upgrade instructions
For these instructions, it is assumed that your blog’s URL is http://example.com/wordpress/.
[edit] Step 1: Replace WordPress files
1. Get the latest WordPress zip (or tar.gz) file. http://wordpress.org/download/
2. Unpack the zip file that you downloaded.
3. Delete the old wp-includes and wp-admin directories on your web host (through your FTP or shell access).
4. Using FTP or your shell access, upload the new WordPress files to your web host, overwriting old files.
NOTE – you should replace all the old WordPress files with the new ones, including those in the root directory like index.php, wp-login.php and so on. Simply copying the contents of the zip you downloaded over the top of your existing files should achieve this. Make sure you copy all the sub-directories as well. Don’t worry – your wp-config.php will be safe.
Be careful when you come to copying the wp-content directory. You should make sure that you only copy the files from this directory, rather than replacing your existing wp-content directory. This is where your themes and plugins live, so you will want to keep them. If you have customized the default or classic themes without renaming them, make sure not to overwrite those files, otherwise you will lose your changes. (Though you might want to compare them for new features or fixes..)
Lastly you should take a look at the wp-config-sample.php file, to see if any new settings have been introduced that you might want to add to your own wp-config.php.
[edit] Step 1.5: Remove .maintenance file
If you’re upgrading manually after a failed auto-upgrade, delete the file .maintenance from your WordPress directory using FTP. This will remove the “failed update” nag message.
[edit] Step 2: Update your installation
Visit your main WordPress admin page at /wp-admin. You may be asked to login again. If a database upgrade is necessary at this point, WordPress will detect it and give you a link to a URL like http://example.com/wordpress/wp-admin/upgrade.php. Follow that link and follow the instructions. This will update your database to be compatible with the latest code. You should do this as soon as possible after step 1.
[edit] Step 3: Do something nice for yourself
If you have caching enabled, your changes will appear to users more immediately if you clear the cache at this point (and if you don’t, you may get confused when you see the old version number in page footers when you check to see if the upgrade worked).
Your WordPress installation is successfully updated. That’s as simple as we can make it without Updating WordPress Using Subversion.
Consider rewarding yourself with a blog post about the update, reading that book or article you’ve been putting off, or simply sitting back for a few moments and letting the world pass you by.
[edit] Final Steps
Your update is now complete, so you can go in and enable your Plugins again. If you have issues with logging in, try clearing cookies in your browser.
