well, i fixed my issue. it turned out to be linked to the counter problem.
I had duplicates in my counter file since I upgraded wrong last time i did it.
heres the link to that thread
http://www.zen-cart.com/forum/showthread.php?t=153617&highlight=counter+history
What I had to do was first enter the correct code in my includes/counter.php which is located on the 2nd page of that link.
Secondly i had to recreate the counter file itself which is done through entering a command string into the SQL patch.
then I just re-ran the zc_install and clicked on the 1.3.8 to 1.3.9 upgrade. it errored 3 times but ended up processing 32 commands for me.
My database now reads 1.3.9d :clap:
Thanks for everyones help and i hope this may help someone else