Abstract: A video processor system has separate and independent video processors for performing a variety of video processor functions required for encoding and decoding video signals. Each of the separate video processors performs its own individual set of video processor functions. During the encode process the first video processor performs motion estimation to provide motion estimation information which it applies to the second video processor. The second video processor receives the motion estimation information and performs forward and inverse discrete cosine transforms, quantization and dequantization, frame addition and frame differencing, as well as run length encoding. The run length encoding operation produces run/value pairs which are then applied to the first video processor. The first video processor performs variable length encoding upon the run/value pairs.