Based on our rate-distortion (R-D) model, an innovative coding characteristics, texture-complexity (TC), and its adaptive linear forward-prediction model are proposed. For picture quality control in H.264, an overhead bits prediction model is also proposed to best distribute available bits. Experimental results show that the H.264 encoder (JM98), using the proposed rate control algorithm, achieves an objective quality improvement up to 0.477 dB, produces flatter bit-rate curve and meets target bit budget better than outcomes of JM98 rate control method (JVT-G012).