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Abstract: In this paper, we propose the Content-Aware Fast Motion Estimation Algorithm (CAFME) that can reduce computation complexity of motion estimation (ME) in H.264/AVC while maintaining almost the same coding efficiency. Motion estimation can be divided into two phases: searching phase and matching phase. In searching phase, we propose the Simple Dynamic Search Range Algorithm (SDSR) based on video characteristics to reduce the number of search points (SP). In matching phase, we integrate the Successive Elimination Algorithm (SEA) and the integral frame to develop a new SEA for H.264/AVC video compression standard, called Successive Elimination Algorithm with Integral Frame (SEAIF). Besides, we also propose the Early Termination Algorithm (ETA) to early terminate the motion estimation of current block. We implement the proposed algorithm in the reference software JM9.4 of H.264/AVC and the experimental results show that our proposed algorithm can reduce the number of search points about 93.1%, encoding time about 42%, while maintaining almost the same bitrate and PSNR. [Copyright &y& Elsevier]