Have newest version of software, but wont load apps

Can anyone help me?  I have an iPod touch (new in 2009, don't know what that means for generation?).  I have been using it (uploading/updating apps, uploading music and pics, etc.) with no problem until about a month ago.  When I connected the Touch to my computer and wanted to both update and upload some new apps, it says "19+ apps were not installed on iPod because it requires a newer version of software".  Well, I have the newest version of the software.  I even checked for updates on the summary page.  iOS software is version 4.2.1 and when I try to update it says that iPod software 4.2.1 is the current version of the software.
I thought maybe because my iPod touch is so old, that now all the apps are incompatible.  Until today.
My husband got a new iPhone and gave me his old one.  I was so excited!  So....I reset the phone and went to sync all of my apps to the new phone.  Low and behold, I am still getting the same error message as above.  This should not happen!  His is an iPhone 3 and I'm sure newer than my iTouch.
Can anyone help me please?  As you can probably tell by my descriptions, I'm not the most tech savvy person.  However, all I know that I can do to fix this situation, I've done.  I'm completely confused and really could use any and all help that you can provide!!!
Thank you!

LLaass....What do I do if I have no older version to use?  Is there somewhere I can get it? 
Niel...I did do the update from iTunes on my computer.  That's the only way I've ever done my updates.
This is so frustrating!!!  I thought you should 'always' update when asked.  Now, because I did, I basically can't use my devices.  I'm starting to hate Apple a bit, in that you have to constantly buy their new products.  Why bother?
Thank you to both Niel and llaass for your quick answers.  I really appreciate it!

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