Its being held back by the gpu. Usually the higher res you go the more vram you want and 2mb is just not very good compare to even an entry level voodoo. Cpu will only take you so far.

With the GD5440 I assume you are playing in software mode. Dark Forces II apparently supports Direct3D:
http://www.mobygames.com/game/windows/star-wa … ces-ii/techinfo

I'm betting a decent PCI 3D card will help a lot. Even something like a TNT or TNT2 M64. They will be a little better in 2D / DOS too.

It is held back by both. If you run Dark Foreces II with a decent 3d accelerator you might get 800x600 playable (don't bet on it however), but for software rendering above 640x480 you need higher end Pentium II class CPUs. I still have the original disks I bought in 97 or 98 and a local PC gaming magazine was testing it up to 1280x1024. with normal pentium class CPUs you can forget higher resolutions generally. My suggestion is to get a voodoo 1 and run it at 640x480 with 3d acceleration. You can try for a voodoo 2 and hope to get 800x600, but the CPU is probably still to weak for that.

Dark forces II was a rather demanding game at that time.

Id thought it was abit of both.
I'd have to lose my awe64 if I put a voodoo1 in the system. Then if I want sound I'd have to lose good dos sound support and my Nic.

I'm willing to lose the nic, but not the dos sound card support. I'll still be able to have sound, but I'll have to use a low profile card. Not the best options there.