A framework for learning parameterized models of optical flow from image sequences is presented. A class of motions is represented by a set of orthogonal basis flow fields that are computed from a training set using principal component analysis. Many complex image motions can be represented by a linear combination of a small number of these basis flows. The learned motion models may be used for optical flow estimation and for model-based recognition. For optical flow estimation we describe a robust, multi-resolution scheme for directly computing the parameters of the learned flow models from image derivatives. As examples we consider learning motion discontinuities, non-rigid motion of human mouths, and articulated human motion.