This paper proposes a conceptual framework for Ubiquitous Learning Environment (ULE) construction. ULE is integrated from multi-dimensions, such as physical, social, informational and technical settings, where schools, communities, and families will be integrated in a smooth context. ULE is established on the combination between Real World and Virtual Space, Personal Space and Shared Space. Learning in ULE is conducted in the interactions among three essential communicative elements: Social Human, Object in real world, and Artifact in virtual space. Learning process is a social transfer process between tacit and explicit knowledge. Context-Awareness is indispensable to all kinds of interactions in ULE. Especially, this paper gives a discussion to context-awareness supported Interoperability and Adaptability in ULE. Additionally, this paper also gives a simple reminder to related learning terms, Blended learning, Social and Emotional Learning, Service-Learning, and Situated learning, which are contributive to our deeper understanding to learning in ULE. On practical dimension, this paper presents a design framework for ULE implementation by integrating the application of three kinds of affordable learning devices: networked PC, PDA, and mobile Phone.