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I am trying to upgrade to XP and am asked for the rtenicxp.sys file from Realtek 10/100/1000 NIC Family all in one NDIS Driver. I have tried to find this file on the net but need some help because there are so many versions of NDIS driver. Can anyone help?

If you don't require internet or LAN connection during the upgrade I suggest you disable the network chip in the BIOS screens and deal with it after the upgrade. There are most likely multiple files that will be requested. These will all be part of the WinXP driver package.
Might be a good idea to find the correct drivers for the NIC prior to doing that. This is all on the presumpion there are WinXP drivers available, which should be the case.
I am assumming the network is integrated on MBoard. If so then get the drivers from the MBoard manufacturer. If you don't know the MBoard model download SIW.exe and use it to idendify the hardware.

Thanks so that means I quit the installation now. Go to the BIOS, disable something there....I wil have to see what options I have but gather I am looking for LAN settings is that right? Then I can restart the installation and it shouldnt request those drivers. Then later on, I can go back to the BIOs if needed and reactivate it all, restart and (with drivers in hand) should be able to load them and thus get a LAN up and running....is that it?

Yes, that is about it. You could try to supply the drivers now but the file might be an exe file which would complicate matters. I'm not quite sure why the network drivers would stop the upgrade anyway. I would think the upgrade would complete and your network chip wouldn't be working. There is a chance your network hardware is an add in card. Look at the back of your tower. If the network connection is in one of the removable slots then you have an add in card. In that case disconnecting the cable from the tower may allow you to complete the install. While getting the network driver you should also get the MBoard chipset drivers.
If any harddrive in your computer is larger than 127GB and you are using an ORIGINAL WinXP upgrade disk you may have problems with the file structure of that disk. If the upgrade CD contains at least SP1 then you should have no problems.

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