I just can't figure this out. I have a computer with 128MB RAM. Also, it has a Pentium II 350MHz, along with a 16MB ATI 3D Rage Pro II+. I ran dxdiag.exe, and it all went okay. When I try to create a simple Direct3D window, it can't create the device. Can anyone give me an answer. I copied the code directly from the MS DX8 Docs. I order a book, too, from Amazon.com, that should be here in a few days. If you can help, please do!