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The paper presents a new software-only MPEG encoder implementation which uses adaptive quantization and scene change detection to enhance image quality. Scene change detection is coupled to the bit-allocation process, providing a more constant image quality over time. Simultaneously, it is used to assign picture coding types to enable easy, lossless cutting at scene change positions in a later editing process. Furthermore, a new fast bit-rate estimation algorithm is proposed, which is accurate enough to avoid macroblock-level rate-control. Although our current implementation concentrates on an MPEG-2 implementation, all concepts are readily applicable to MPEG-4 encoders.