Why can't I download more than 3 movies on my i-pad

I-tunes won't let me download more than 3 movies in my file.  I have converted my movies into H264 format which play great on the i-pad, but it won't let me download more than 3 movies.. Not sure why

You may be running out of space; don't forget the iPad need approximately 2 GB of working space.

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