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This paper describes a morphing-based audio driven facial animation system. Based on an incoming audio stream, a face image is animated with full lip synchronization and synthesized expressions. A novel scheme to implement a language independent system for audio-driven facial animation given a speech recognition system for just one language, in our case, English, is presented. The method presented here can also be used for text to audio-visual speech synthesis. Visemes in new expressions are synthesized to be able to generate animations with different facial expressions. An animation sequence using optical flow between visemes is constructed, given an incoming audio stream and still pictures of a face representing different visemes. The presented techniques give improved lip synchronization and naturalness to the animated video.