This paper presents a new approach for linearization of power Amplifier with memory effect using a digital pre-distorter system. This paper proposes a Multi-Level Two-Dimension LUT (ML-2D LUT) system for adaptive digital pre-distorter that compensates both nonlinear and memorial distortion of HPAs (High power Amplifier). The proposed system eliminates the trade-off between the adaption speed and the accuracy using multi-level scheme. An OFDM signal for DVB-T standard is used to validate this method. The convergence time of the propose system is 35 times faster than conventional 2D LUT with the same memory size and adaption step size.