In this demonstration, a real-time auto-exposure Histogram Equalization (HE) video-system is presented. The video histogram is extracted in each frame by the Frequent Items Counter (FIC) core. Based on the HE Transformation Function (HE-TF), the camera exposure value is adjusted to fit the current luminance condition. The proposed system was developed on the VEEK-MT-SoCKit with an FPGA chip of Altera Cyclone V SoC and a 5-Megapixel (5-MP) Charge Coupled Device (CCD). The video resolution is 1280×800. The monitor display rate is at 60Hz while the CCD capture rate is at 24.28Hz to 38.98Hz depend on the exposure value. The histogram, the transformation function, and the camera exposure value are changed in each frame to satisfy the real-time requirement.