In this paper we propose a new frame rate up-conversion method using bilateral motion estimation considering texture activity. The conventional BME(Bilateral Motion Estimation) method that uses the absolute difference of pixels between two candidate blocks in the previous and current frames does not always provide real motion vector especially in a region including uniform texture. In order to overcome this problem we propose a new cost function which reflects the activity of texture. The proposed method improves both objective and subjective visual quality of the interpolated frames compared with the conventional method.