Abstract: This paper designed an high-speed image sampling and processing system based on FPGA, whose image-sampling frequency was 13.5 MHz. In the system the video A/D chip SAA7111A was employed to convert video data into digital signal, and the digital signal was storied in RAM by FPGA for next processing to obtain the useful data. In addition, the EZUSB2131Q chip was used to transmit the processed data between PC and FPGA.