A lot of E-Learning system is supplying the existent item difficulty based learning information to learner. And learner is doing learning contents according to the fixed learning course. It is difficult for learner to get efficient learning effect. Because learner has to belong to fixed item difficulty and learning course even thought learner has different degree that understand studying in learning course. This research proposed the learner adaptive E-learning system that is able to control the item difficulty and learning course to analyze the understanding degree of learner in learning course. In this result, learner is able to improve learning effect to get rid of fixed learning course using bi-directed learning such as off-line learning.