Based on our previous efforts, we introduce in this letter a high-efficient MPEG-2 to H.264 transcoder for the baseline profile in the spatial domain. Machine learning tools are used to exploit the correlation between the macroblock (MB) decision of the H.264 video format and the distribution of the motion compensated residual in MPEG-2. Moreover, a dynamic motion estimation technique is also proposed to further speed-up the decision process. Finally, we go a step further on our previous research efforts by combining the two aforementioned speed-up approaches. Our simulation results over more than 40 sequences at common intermediate format and quarter common intermediate format resolutions show that our proposal outperforms the MB mode selection of the rate-distortion optimization option of the H.264 encoder process by reducing the computational requirements by up to 90%, while maintaining the same coding efficiency. Finally, we conduct a comparative study of our approach with the most relevant fast inter-prediction methods for MPEG-2 to H.264 transcoder recently reported in the literature. © 2010 IEEE.