Among the image coding techniques, vector quantization (VQ) has been considered to be an effective method for coding images at low bit rate. Side-match finite-state vector quantizer (SMVQ) exploits the correlations between the neighboring blocks (vectors) to avoid large gray level transition across block boundaries. In this paper, an improved SMVQ technique named two-pass side-match finite-state vector quantization (TPSMVQ) has been proposed. In TPSMVQ, the size of state codebook in the first pass is decided by the variances of neighboring blocks. In the second pass, we will improve the blocks encoded in the first pass whose variances are greater than a threshold. Moreover, not only the left and upper blocks but also the down and right blocks are used for constructing the state codebook. In our experiment results, the improvement of second pass is up to 1.5 dB in PSNR over the fist pass. In comparison to ordinary SMVQ, the improvement is upt to 1.54 dB at nearly the same bit rate.