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One of the core components of conventional (i.e., non-learned) video codecs consists of predicting a frame from a previously-decoded frame, by leveraging temporal correlations. In this paper, we propose an end-to-end learned system for compressing video frames. Instead of relying on pixel-space motion (as with optical flow), our system learns deep embeddings of frames and encodes their difference in latent space. At decoder-side, an attention mechanism is designed to attend to the latent space of frames to decide how different parts of the previous and current frame are combined to form the final predicted current frame. Spatially-varying channel allocation is achieved by using importance masks acting on the feature-channels. The model is trained to reduce the bitrate by minimizing a loss on importance maps and a loss on the probability output by a context model for arithmetic coding. In our experiments, we show that the proposed system achieves high compression rates and high objective visual quality as measured by MS-SSIM and PSNR. Furthermore, we provide ablation studies where we highlight the contribution of different components.