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Out of Memory Error

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Hi, I''m writing a game with DX8 and It works fine so far on my old 233MMX w/ 4M VRAM computer which I''m writing some of the base code on. When I test it on my 500 w/ 16M VooDoo3, I get at out of memory error trying to create the Device. Anybody have any idea what''s going on? I checked the resolution etc. to make sure they were supported and yes they are.
    ZeroMemory( &g_d3dpp, sizeof(g_d3dpp) );
    g_d3dpp.Windowed         = !FullScreen;
    g_d3dpp.BackBufferCount  = 1;
    g_d3dpp.SwapEffect       = D3DSWAPEFFECT_DISCARD;
    g_d3dpp.EnableAutoDepthStencil = TRUE;
    g_d3dpp.AutoDepthStencilFormat = D3DFMT_D16;
    if( FullScreen )
        g_d3dpp.hDeviceWindow    = hWnd;
        g_d3dpp.BackBufferWidth  = Width;
        g_d3dpp.BackBufferHeight = Height;
        g_d3dpp.BackBufferFormat = D3DFMT_R5G6B5;
        g_d3dpp.BackBufferFormat = mDesktopMode.Format;

if(FAILED(mD3D->CreateDevice( D3DADAPTER_DEFAULT, D3DDEVTYPE_HAL, hWnd, D3DCREATE_SOFTWARE_VERTEXPROCESSING, &g_d3dpp, &mD3DDevice ))) return CreateError(1, "Couldn''t create D3DDevice", "Couldn''t create D3DDevice");
thanks in advance for any help. tj963

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