I don't know if I would recommend this to other users, but here is what I did.
1) modified the admin.asp source to NOT require CAPTCH when doing the user login.
2) modified the admin_common.asp to NOT check for admin goup level. For some reason the group level was coming back as 2.
This allowed me to get into the admin pages. The strange part is that I made no changes to the site (no admin changes). I just browsed through all the setup pages. The member ship admin page at first listed NO MEMBERS but after a few minutes I went back to it and now all the members are listed. Some site settings where not preserved across the upgrade, but now at least it seems to be working.
I backed out the source changes and now the normal login seems to work. I am currently going through the setup pages to correct things that did not get preserved.