We present a real-time face tracker in this paper The system has achieved a rate of 30+ frames/second using an HP-9000 workstation with a framegrabber and a Canon VC-CI camera. It can track a person's face while the person moves freely (e.g., walks jumps, sits down and stands up) in a room Three types of models have been employed in developing the sq stem. First, lye present a stochastic model to characterize skin-color distributions of human faces. The information provided by the model is sufficient for tracking a human face in various poses and views. This model is adaptable to different people and different lighting conditions in real-time. Second, a motion model is used to estimate image motion and to predict search window. Third, a camera model is used to predict and to compensate far camera motion The system can be applied to tele-conferencing and many HCI applications including lip-reading and gaze tracking. The principle in developing this system can be extended to other tracking problems such as tracking the human hand.