I had this issue doing an inplace upgrade from W2K to XP.

My Resolution:
I uninstalled TCPI/IP protocol, Client for MS networks, and F&P sharing service from the NIC. Rebooted. Go back to Network connections, you should have no services, clients or protocols installed (or "bound" to the adapter). Click install to reinstall the necessary protocol, client and services. Add TCP/IP, Client for MS networks, and F&P sharing service. Immediately after doing this my NIC was active and it received a DHCP assigned IP address. Problem solved.