Hope someone can help me out here. I am running an old PIII 400, 512 Ram, XP SP2 and it freezes right after the Welcome screen. I see the Welcome screen for approx 2 mins. and then it goes to a blue screen and just hangs there. I see the mouse and am able to move it but there is nothing but a blue screen. If I hit ctrl+alt+del I will get a pop up box saying TAK MANAGER HAS BEEN DISABLED BY YOUR ADMIN, but only after about 2 minutes. I can't boot into Safe Mode, same result (blue screen), I have tried a repair install, (same results). I have swapped out video cards and RAM, and I have also disconnected any thing unnessessary(modem, NIC, etc) and cannot get this computer to boot past the welcome screen.

Any help would be greatly appreciated!!

I have even followed the instructions from Microsoft to clear the memory incase it is stuck in hybernation mode!!! NO HELP

Sounds like Windows is trying to load up an app or service that is hanging. With that slow of a CPU and that much RAM you might have to give it a while to give up trying to start the faulty process. I would try it again in safe mode but wait 10-15 minutes.

Urk. Some malware disable Task Manager, some disable Safe Mode. Your symptom suggests that some drivers are not loading successfully [they continue to load and initialise in the background while the logon screen is up].I see that you have tried a Windows Repair [not Recovery Console] with no success, so it may be time to slave the drive, copy out the wanted files to a DVD or any other drive, delete them on the bad drive and then run chkdsk /p [and chkdsk /r if required] on it. Format the partition and reinstall.
If you have space on the drive you could create a new partition and install into that. Then copy out files and run chkdsk on the old OS's partition.
Just for such a thing I usually leave five or ten GB unallocated on a drive. But I don't do movie stuff with my sys so I have space to burn.

Well when all else failed I had to back up all the data by putting the HD as a slave in my other pc. After that a complete format and re-install did the trick and the pc is back to normal. Never did find the root cause but I suspect it was a virus since my anti-virus went crazy after I slaved the HD into my other pc. Thanks for all the suggestions !!!

Good-oh. I didn't see any other way of recovering from that one. A Repair will not remove any malware that is active, so you just get back into the same leaky boat. A format and fresh installation loses their files.
Get a decent AV... Avast is pretty good [I switched from AVG because I did not like the slowness of the new AVG8, plus when I modified its check mode settings it changed its tray icon to a fault icon, so I could not tell if it was reporting my changes or some new problem without opening up the interface. Silly of em.