Video cameras are widely used for monitoring public areas, such as train stations, airports and shopping centers. When crowds are dense, automatically tracking individuals becomes a challenging task. We propose a new tracker which employs a particle filter tracking framework, where the state transition model is estimated by an optical-flow algorithm. In this way, the state transition model directly uses the motion dynamics across the scene, which is better than the traditional way of a pre-defined dynamic model. Our result shows that the proposed tracker performs better on different tracking challenges compared with the state-of-the-art trackers, while also improving on the quality of the result.