This paper presents a two stage game model which examines the effect of learning-by-doing and spillover. Increases in the firm’s cumulative experience lower its unit cost in future period. However, the firm’s rival also enjoys the experience via spillover. Unlike previous theoretical research model, a cost asymmetric market entry game model is developed between the incumbent firm and new entrant. Mathematical results show that the incumbent firm exploits the learning curve to gain future cost advantage, and that the diffusion of learning to the new entrant induces the incumbent firm to choose decreasing output strategically. As a main result, we show that the relative magnitude between the learning and spillover rate determines the market share ratio of competing firms.