In order to solve the problem of uncovered background region due to the region-due to the region-based motion estimation, this paper presents a new method which generates the uncovered region memory using motion estimation and shows the application of the algorithm for very low bit rate video coding. The proposed algorithm can be briefly described as follows it detects the changed region by using the information of FD(frame difference) and segmentation, and then as for only that region the backward motion estimation without transmission of shape information is done. Therefore, from only motion information the uncovered background region memory is generated and updated. The contents stored in the uncovered background region memory are referred whenever the uncovered region comes into existence. The regions with large prediction error are transformed and coded by using DCT. As results of simulation, the proposed algorithm shows the superior improvement in the subjective and objective image quality due to the remarkable reduction of transmission bits for prediction error.