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A H.264/AVC baseline-profile real-time encoder for HDTV-1080p at 30 fps is proposed in this paper. On the basis of the specifications and algorithm optimizations, the dedicated hardware engines and one 32-bit media embedded processor (MeP) equipped with hardware extensions are mapped into the three-stage macroblock pipelining system architecture. This paper describes the design considerations for chief components, including high throughput integer motion estimation, data reusing fractional motion estimation, and hardware friendly mode reduction for intra prediction. The 11.5 Gbps 64 Mb system-in-silicon DRAM is embedded to alleviate the external memory bandwidth. Using TSMC one-poly six-metal 0.18 mum CMOS technology, the prototype chip is implemented with 1140 k logic gates and 108.3 KB internal SRAM. The SoC core occupies 27.1 mm2 die area and consumes 1.41 W at 200 MHz execution speed in typical work conditions.