This study aims to analyze the lesson of conceptual learning; focusing on a lesson of the social studies in an elementary school in Korea. It is intended to clarify the process of children's conceptual change in terms of the theory of the alternative framework proposed by Hallden (1994). As a result, the four points were emerged below: Firstly, the lesson plan was based on the geographical concepts which were scientific and systematic. Secondly, throughout the lesson, the children inquired for the concepts independently, while the teacher encouraged them to involve the activity. Thirdly, the children did not merely receive the concepts, but they acquired the systematic concepts throughout scientific process. Fourthly, the lesson was constructed in order to change alternative framework of children into more scientific one.