Abstract: A motion compensated adaptive frame interpolation technique based on mesh model is proposed considering occlusion issue existed in two-dimensional motion estimation. The whole image is divided into three types of regions in order to perform motion estimation and motion compensated frame interpolation respectively. A more accurate occlusion detec-tion method is presented to improve the precision of detection, which is the main premise of the adaptive interpolation. The motion estimation error introduced by occlusion regions is reduced effectively. Mesh node motion estimation based on feature window matching is used to achieve sub-pixel resolution and overcome block artifacts produced by block matching. Experimental results indicate that the proposed algorithm is easy to implement, and solves motion estimation problem existed in occlusion regions effectively. The interpolated image shows better visual performance.