We discuss the problem of recovering the 3-D motion and structure. An algorithm for computing the camera motion and the orientation of planar surface is developed. It solves for the 3-D motion and structure iteratively given two successive image frames. We further improve the solution by solving the ordinary differential equations which describe the evolution of motion and structure over time. The robustness of the entire process is demonstrated by the experiment with a moving camera which "flies" over a terrain model.