windows server 2003 not shuting down

Umm the following is for XP but it might be worth seeing if the following works for 2003

Click Start, and then click Control Panel.
In Control Panel, click Performance and Maintenance, and then click Power Options.
Click the APM tab.
Check to select the Enable Advanced Power Management Support check box, and then click OK.

WINDOWS XP
SHUTDOWN & RESTART
TROUBLESHOOTING
http://www.aumha.org/a/shtdwnxp.htm 

And this MS KB
http://support.microsoft.com/default.aspx?scid=kb;EN-US;308029

"It is Now Safe to Turn Off Your Computer" Error Message When You Try to Shut Down Your Computer
http://support.microsoft.com/default.aspx?scid=kb;en-us;810903


Quoted from the http://www.aumha.org/a/shtdwnxp.htm link

POWERDOWN ISSUES
“Powerdown issues” are quite distinctive from “shutdown issues.” I define a shutdown problem as one wherein Windows doesn’t make it at least to the “OK to shut off your computer” screen. If Windows gets that far, or farther, then it has shut down correctly. However, the computer may not powerdown correctly after that. This is a different problem, and I encourage people reporting these issues to make a clear distinction in their labeling.

When Windows XP won’t powerdown automatically, the APM/NT Legacy Power Node may not be enabled. To enable this, right-click on the My Computer icon, click Properties | Hardware | Device Manager | View. Check the box labeled “Show Hidden Devices.” If it’s available on your computer, there will be a red X on the APM/NT Legacy Node. Try enabling it and see if this resolves the powerdown problem (Tip from Terri Stratton). Or, to check the other side of the APM/ACPI coin, open the Power Options applet in Control Panel. If there is an APM tab, make sure the “Enable Advanced Power Management Support” box is checked. (MSKB 313290)

This should resolve the powerdown issue in most cases. However, other factors can sometimes interfere with correct powerdown functioning. In that case, consider the following tips:

This could be your issue : http://support.microsoft.com/default.aspx?scid=kb;%5bLN%5d;555025

i am sorry maybe i was not clear on the Q
it keeps showing that windows is shuting down. never makes it to its ok to shut down windows

Hovhannes,
> it keeps showing that windows is shuting down

Does this happen when you try to shutdown or even without your attempt of shutting down the machine , this comes .

the server runs fine. it only happens when i want to restart or shut it down

Check out the links what CO has given for general shutdown issues.. It is sure worth to check those to start with

problem solved , i had to add a registry key
 HKLM\SYSTEM\CurrentControlSet\Control\WaitToKillService and change the value to 120000