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C: or System drive auditing access denied

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I am trying to setup auditing on my entire C: drive which is also my System and boot drive.  I am doing this to adhere to the DoD's STIG settings.  These are rules the DoD wants to see on all their system.

This rule requires that all drives have auditing of the entired drive enabled for "Everyone" and "Failed"

The old systems I setup was 2003 and setting this up was no problem to enable.  Now I have Windows 2008 R2 and when I try to do this to my C: drive (other local and san drives work fine) I get at least a hundred popups of different files that I am denied access on.  Finally it gets to the end and I an denied for the C:\ and all I can do is cancel.

I am using the DoD's Windows 2008 R2 build which has a great deal of security setting already in place.  I am hoping someone can point me in the right direction on what local security setting would keep me from enabling the auditing on the C: drive.  So far I have found nothing.

Thanks


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