Abstract: In this thesis, the proposed system consists of two phases. The first phase is hiding a secret image in the cover image that consists of two steps, the first step is pre-processing of secret image is which applying (FMM, minimum value subtract, improve FMM protocol) with size 8×8 pixels to reduce file size of secret image. Then applying the confusion and RC4 encryption with the key used to increased security of the secret image. The second step is the pre-processing of cover image is which dividing the cover image to six blocks accordant to some equation, arranging blocks are not sequential in one-dimensional index array, applying primary equation which is used to determine locations of the bytes where the hiding operation will be applied on it and then embedding bits of secret message in locations of the bytes depending on the above step. The second phase is extracting the secret message from the stego image that consists of number of steps (dividing of cover image, primary equation, extract algorithm, RC4 for decryption stream of bits, inverse confusion, inverse improve FMM protocol, minimum value summation and inverse compression (FMM)). In this thesis, we reach more security through the use of the proposed system. We are used some measures for performance measurement of compression and encryption randomness like) compression factor, saving percentage, NCC and PSNR). In this thesis, we have achieved good results to make a stream of bits for secret image is more randomness and high PSNR and a little time to hide and extract the security image, the results were compared with previous studies the results were better from it.