Abstract: Since UAV(unmanned aerial vehicle) image frames has characteristics such as high speed moving platform, intensity view rotation, real-time processing and so on, a UAV ground target image frames detecting and tracking algorithm based on two-level rotation invariant feature space detection and tracking on account of parallel feature extraction was put forward. The detection algorithm used primary matching and meticulous matching to reduce the algorithm complexity. The theoretical analysis and experiments showed that the proposed algorithm has better real-time performance, insensitive to image rotation and have better performance on abnormal conditions and the primary overall-match process in proposed algorithm can act as the pretreatment of other image matching and tracking algorithms. The experiment results indicate that the proposed algorithm can ensure stable target tracking under the situations of UAV images. At the same time, the detecting process has better real-time performance, which can meet the real-time processing demand of target detection and track of UAV image frames.