upgrade ver. 3.22.32 to 3.23.41

[Richard Reina]

I am upgrading from MySQL ver. 3.22.32 to 3.23.41.  I have installed 
ver. 3.23.41 on a new server which I will eventually use to replace my 
old server that's running 3.22.32.  I have tar'ed and ftp'ed the 
datbases files over to the new server.  When I copy them over to the 
table directory ( on the new server ) it will not let me overwrite the 
mysql and test directories/databases.  I'm not sure how to proceed.  Do 
I need to find a way to overwrite mysql and test with those directories 
from my old server?  If so how can I do this?  If not, can someone tell 
me how I complete the recreation of my old MySQL server on the new one?

Thank you very much for any help.

Richard