Failure at step 8 (Creating 3D Device): HRESULT = 0x8007000e (Out of memory)

Out of no where I get this . Dxdiax shows 3d is disabled. Drivers look OK they are the newest. Wass Upp?

Failure at step 8 (Creating 3D Device): HRESULT = 0x8007000e (Out of memory)