This document describes a project to design an H.264 video decoder using Verilog. It implements the key decoding blocks like Context-Based Adaptive Binary Arithmetic Coding (CABAC), inverse quantization, and inverse discrete cosine transform. CABAC is the entropy decoding method used in H.264 that is computationally intensive. The project develops hardware modules for these blocks to accelerate decoding and enable real-time performance. It presents the designs of the individual modules and simulation results showing their functionality. The goal is to improve on software implementations by using dedicated hardware for the critical decoding stages.