Rate control algorithm adopted in H.264/AVC reference software shows several shortcomings that have been highlighted by different studies. For instance, in the baseline profile, the frame target bit-rate estimation assumes similar characteristics for all frames and the quantization parameter determination uses the Mean Absolute Difference for complexity estimation. Consequently, an inefficient bit allocation is performed leading to important quality variation of decoded sequences. A saliency-based rate-control is proposed in this paper to achieve bit-rate saving and improve perceived quality. The saliency map of each frame, simulating the human visual attention by a bottom-up approach, is used at the frame level to adjust the quantization parameter and at the macroblock level to guide the bit allocation process. Simulation results show that the proposed attentional model is well correlated to human behavior. When compared to JM15.0 reference software, at the frame level, the saliency map exploitation achieves bit-rate savings of up to 26%. At the MB level and under the same quality constraint, bit-rate improvement is up to 42% and buffer level variation is reduced by up to 71%.