Optical flow provides a constraint on the motion of a deformable model. We derive and solve a dynamic system incorporating flow as a hard constraint, producing a model-based least-squares optical flow solution. Our solution also ensures the constraint remains satisfied when combined with edge information, which helps combat tracking error accumulation. Constraint enforcement can be relaxed using a Kalman filter, which permits controlled constraint violations based on the noise present in the optical flow information, and enables optical flow and edge information to be combined more robustly and efficiently. We apply this framework to the estimation of face shape and motion using a 3D deformable face model. This model uses a small number of parameters to describe a rich variety of face shapes and facial expressions. We present experiments in extracting the shape and motion of a face from image sequences which validate the accuracy of the method. They also demonstrate that our treatment of optical flow as a hard constraint, as well as our use of a Kalman filter to reconcile these constraints with the uncertainty in the optical flow, are vital for improving the performance of our system.