Can't update Itouch 3rd gen to iSO 5?

I know for sure its a Itouch 3rd Gen 32GB. I have the latest version of Itunes and every time I try to download the update it times out right after 99%. I have tried disabling all antivirus and firewalls but it still doesn't work. HELP?!
I currently have version 4.3.5(8L1)

Try a manual install as specified here:
iDevice Troubleshooting 101 :: iPhone, iPad, iPod touch

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