This document proposes a multi-level convolutional neural network (mCNN) framework for real-time vehicle counting and classification in complex traffic scenes. The framework includes five modules: pre-processing, object detection using SSD and YOLO models, tracking using Kalman filters, vehicle classification using Inception network, and quantification to provide counting results. The framework is tested on over 585 minutes of highway video from four cameras, achieving 97.53% average counting accuracy and 90.2% weighted average accuracy for counting with classification.