Abstract of video captioning. However, in the video, there are a lot of uncorrelated content, which may cause interference to generate a correct caption. Based on this point, we attempt to exploit the visual features which are most correlated to the caption. In this paper, a Multi-level Attention Model based Recurrent Neural Network (MAM-RNN) is proposed, where MAM is utilized to encode the visual feature and RNN works as the decoder to generate the video caption. During generation, the proposed approach is able to adaptively attend to the salient regions in the frame and the frames correlated to the caption. Practically, the experimental results on two benchmark datasets, i.e., MSVD and Charades, have shown the excellent performance of the proposed approach.