Abstract: This study employed game under ESL-based environment for foreign language education. A number of previous researches demonstrated that game is similar to ESL environment. This research examined what problems the game involves by utilizing practical data. Participants including elementary, middle and high school students were asked to perform English learning through games. Their conversation and activities as well as information from interviews which had been conducted for one semester were analyzed. Activity theory was adopted for analysis framework by which relationship and conflict factors were interpreted. There were several shortcomings on language education through game which can be summarized as follows. The first one is conflict between users. A number of game users are different from people we meet in real life. Since, there is no obligation for emotion, common goal and dedication on the online, natural conversation like in foreign countries is almost impossible. Secondly, educational goals of every single student were collided even if an appropriate objective was established regarding this possibility. Normal performance was difficult due to this fact. It is basically not easy to meet an objective all the participant’s desire in the game, given that smooth conversation can be available, if students who hope to improve communication should attain tasks including reading and analysis. Thirdly, game activity is difficult to ensure level and association with content contrary to systematically designed activity in textbooks or classes in terms of tool utility. It is necessary to induce students gradually to study through specific design. In addition, it is significant to present how to share emotion more than expressing clues of conversation verbally.