hard drive partition

uninstall openoffice will free up a LOT of space, also removing unused kernels will help too. 5Gb is a bit of a squeeze.

You could also insert a USB storage device and mount it to /var/cache/apt/archives after copying the files which are currently there,this will make the downloaded files for the upgrade be downloaded to the USB device which may help.

You could also clear your cache in your web browser and you may want to install bleachbit to clear more (make sure you have as many apps CLOSED before you run it as well as avoid options which say they will take a long time, also watch browser settings or it will delete things you want to KEEP).

All in all you have given yourself too little space, it will take aninstall but upgrading must be a real headache.

If you can allocate more disk space to Ubuntu, I could explain how to do.

@delance
I am willing to make more space, just tell me how

Boot on Ubuntu CD, and choose "Try".
Then System->Administration->Gparted.
Select NTFS partition and resize it to make space. You will have to click green "check" to run programmed command.
Then select ext4 partition and resize it to use freed space.
If ext4 partition is inside an extended partition, you need to increase it before ext4.
If you do a mistake, close Gparted without clicking green "check".
Be careful, you can't undone error.

@delance
I tried booted on cd and disc never came up as bootable operating system . other ideas?

Did you burned Ubuntu ISO image as an ISO image and not a classical file?
Did you check BIOS boot order ?
Did you MD5 ISO image: https://help.ubuntu.com/community/HowToMD5SUM ?
What happens exactly when you try to boot from CD ?

I just reinstalled wubi, it fixed it.