ok, ive got windows 10, and a nvidia card.
ive tried though galxy, and the backup installer (even ran it as admin once)
tired the d3d and non d3d exes. tired them with the varius compatability options, and for the os ran everying (95 up to 8), no luck
most i can get is a box saying loading, then just dissapears without a word.
directplay is enabled under windos features.
even tried grabbing a legacy direct x set from microsoft.

one thing i did notice tho is that in task manager, it dosnt matter if i run d3d nor non d3d exe, the proceses listed is the same and says d3d in the name.

pulled from event viewer:
Faulting application name: popTB.exe, version: 1.0.0.1, time stamp: 0x365c11d8
Faulting module name: popTB.exe, version: 1.0.0.1, time stamp: 0x365c11d8
Exception code: 0xc0000005
Fault offset: 0x00589012
Faulting process id: 0x3994
Faulting application start time: 0x01d6525253b9d8d5
Faulting application path: D:\Games\GOG Galaxy\Games\Populous 3\popTB.exe
Faulting module path: D:\Games\GOG Galaxy\Games\Populous 3\popTB.exe
Report Id: 9f86df15-0ac1-405a-8c51-c6a85815daa2
Faulting package full name:
Faulting package-relative application ID:

the only onther thing i can think of is to try and set core affinity to just one core, but it wont run long enough in task manager to set that-dose anyone know how to set it outside of task manager?

any ideas\advice on what i might be missing?\would be appricated.

I have a similar issue. Although, I was able to get the game to launch using dosbox. I suggest that you walk through the dosbox tutorial to mount the drive where all these old games will be. https://www.dosbox.com/wiki/Basic_Setup_and_Installation_of_DosBox

HOWEVER, even after successfully running the game using dosbox, the graphics are yellow/black like a Gameboy game and the sounds are trashy. It's like something is forcing to play at the lowest possible Tandy computer. I have no idea how to get the game to perform better with more optimal settings.

I installed GOG Galaxy and the game seems to work fine that way. GOG Galaxy solved my issues! Good luck!

cool, glad you got it running. i had tried it though gog to begin with, so no luck there for me lol.
ive got my old pc about 1/2 way though an upgrade (need to get a new psu for it, the new mobo and cpu i put in take more power then it has lol), so when i get around to finishing that ill be putting pop. and all my other old\ancient games that dont run right on my good rig onto my old one......just need to get a time machine sticker or something for the case heh.

thanks for trying to help with your solution tho, have fun!