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Microsoft Patch's not loading - Error 5 : Access is denied. The Operation was cancelled.

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Trying to install a bunch of old patchs from Microsoft and they keep failing (23 different patchs)  When I look in the updspapi.log I see the following - 

#-336 Copying file "c:\windows\softwaredistribution\download\867447292cadbe3f2a4fde7df0d7206e\SP2QFE\win32k.sys" to "C:\WINDOWS\system32\win32k.sys" via temporary file "C:\WINDOWS\system32\SET246.tmp".
#W190 File "C:\WINDOWS\system32\SET246.tmp" marked to be moved to "C:\WINDOWS\system32\win32k.sys" on next reboot.
#E236 The file "C:\WINDOWS\system32\SET246.tmp" could not be queued for delayed rename to "C:\WINDOWS\system32\win32k.sys". Error 5: Access is denied. The operation was cancelled.

This is just one patch that is failing....  The system32 folder is in read only but we are installing these with admin rights.  We have tried downloading the patch and manually trying to install, we have tried the Microsoft website windows update and have tried shavlik 9.0 and come up with the same thing.  Anyone know which permissions its having a issue with?  Ideas?


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