Abstract Developing Video-Grounded Dialogue Systems (VGDS), where a dialogue is conducted based on visual and audio aspects of a given video, is significantly more challenging than traditional image or text-grounded dialogue systems because (1) feature space of videos span across multiple picture frames, making it difficult to obtain semantic information; and (2) a dialogue agent must perceive and process information from different modalities (audio, video, caption, etc.) to obtain a comprehensive understanding. Most existing work is based on RNNs and sequence-to-sequence architectures, which are not very effective for capturing complex long-term dependencies (like in videos). To overcome this, we propose Multimodal Transformer Networks (MTN) to encode videos and incorporate information from different modalities. We also propose queryaware attention through an auto-encoder to extract query-aware features from non-text modalities. We develop a training procedure to simulate token-level decoding to improve the quality of generated responses during inference. We get state of the art performance on Dialogue System Technology Challenge 7 (DSTC7). Our model also generalizes to another multimodal visual-grounded dialogue task, and obtains promising performance