i am trying to use span option to place an image:

<SPAN style="position: absolute; top: 220px; left: 371px; width: 320px; height: 320px">
      <IMG SRC="t3.JPG" >
      </SPAN>

the problem that this image is hiding other images. is there a way to make this image "behind" other images except painting them on this image?

Yes, it's done with the css z-index attribute. The highest z-index goes on top. Read more here.

great.
thank you

Note that the z-index is not yet well implemented in all browsers.

Try using the image as the background image instead.