"The purpose of this study is to understand the internalization of competing values in Elementary physical education with PBL. The participants were 27 fifth graders (12 boys, 15 girls) from Ga-chi Elementary School in Seoul. Data collected by methods of participant observation, in-depth interviews, video recordings were transcribed and coded for domain analysis, and taxonomic analysis. Internalization of the values process is composed of 4 stages; absence and missing, understanding and realization, practicing and refining, internalization and extending. The absence and missing stage is the process of preparing for Value-Focused Physical education, in which students figure out the problem in their physical activity such as a quarrel, an attack, an unfair, self-centered interpretation of the rule, depending on the authority of teacher. The understanding and realization stage is for developing the right values which students find solutions and carry out for solving the problem in their physical activity. The practicing and refining stage is the transition from self-centered physical activity to considerate physical activity. Students experienced that is not always all about wining the game in physical activity, and learned the importance of the physical activity involving consideration, yield. The internalization and extending stage is the process of consistently reminding and applying the value, learned in physical activity, in daily life. Students put their value, learned in physical education, into practice. Those changes mean students have become more mature. Viewed in this result, internalization of the competing value means practical process for student’s learning the right value through finding the problem, solving the problem, and practicing the solution in physical activity. And it would be an effective methods for teaching physical activities, values and life in the 2007 Revised Physical Education Curriculum. ※ Key words : PBL, internalization, competing value, elementary physical education"