Auto upgrade to 2.8.5 caused Fatal error & didn’t install

Hi All, I tried to upgrade using the auto upgrade and got this error:

Downloading update from https://www.ads-software.com/wordpress-2.8.5.zip.

Fatal error: Allowed memory size of 33554432 bytes exhausted (tried to allocate 2354671 bytes) in /home1/XXXXXX/public_html/theflyonthewall/wp-includes/http.php on line 1331

What does that mean and how do I resolve? The upgrade did not go through so nothing is lost yeah!

Thanks,
Tam