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There is growing interest in performing aerial surveillance using video cameras. Compared to traditional framing cameras, video cameras provide the capability to observe ongoing activity within a scene and to automatically control the camera to track the activity. However, the high data rates and relatively small field of view of video cameras present new technical challenges that must be overcome before such cameras can be widely used. In this paper, we present a framework and details of the key components for real-time, automatic exploitation of aerial video for surveillance applications. The framework involves separating an aerial video into the natural components corresponding to the scene. Three major components of the scene are the static background geometry, moving objects, and appearance of the static and dynamic components of the scene. In order to delineate videos into these scene components, we have developed real time, image-processing techniques for 2-D/3-D frame-to-frame alignment, change detection, camera control, and tracking of independently moving objects in cluttered scenes. The geo-location of video and tracked objects is estimated by registration of the video to controlled reference imagery, elevation maps, and site models. Finally static, dynamic and reprojected mosaics may be constructed for compression, enhanced visualization, and mapping applications.