Just by reading the description of your scene, i would say that it should work...  The textures should load and use about 32 Mo of RAM

You should try to render wtih the Maximum Texture Size to 512. Because if it don't work, it might be something else.

Also, what are your render settings ? Could you post a sceenshot ?
I found that the "Texture filtering" is wonderfull, but uses a LOT of memory.

Finally a last thing... Your two Mill Figures... are they morphed ? Did you inject all morphs to both figure ? Because if you did, they use a lot of RAM too... This might be an issue.