We proposed a new bit-rate control algorithm to improve MPEG-2 video software encoder. Bit-rate Control plays an improtant role in picture quality of MPEG-2 encoder. To achieve better encoding performance such as controlling picture quality and using bity properly, we proposed a MPEG-2 bit-rate control algorithm using linear average Step-Size. Using a benchmark Program, we compared our algorithm with MPEG-2 Test Model 5. Our proposed algorithm showed better Bit-Rate Control with respect to used bits, picture quality.