A video coder includes a forward coder and a reconstruction module determining a motion compensated predicted picture from one or more previously decoded pictures in a multi-picture store. The reconstruction module includes a reference picture predictor that uses only previously decoded pictures to determine one or more predicted reference pictures. The predicted reference picture(s) are used for motion compensated prediction. The reference picture predictor may include optical flow analysis that uses a current decoded picture and that may use one or more previously decoded pictures together with affine motion analysis and image warping to determine at least a portion of at least one of the reference pictures.