Abstract: Huainanzi and Fayan are representative for the Western Han Dynasty works on learning theory, which fully reflect the two different learning concepts for Taoism and Confucianism. They both agree, to a certain degree, on the importance of study, attitude and conditions, but differ in the purpose, content, spirit and realm of learning. The primary cause of the differences results from the conceptual differences of Taoism and Confucianism. The former emphasizes on the natural being and non-action of men and criticizes the viewpoints of Confucian "cultivating oneself" and "administrating the country"; Different from Taosim, the latter emphasizes the importance of learning "ren", "yi", "li" and "yue". In an era when Taosim(or Huanglao Theory) gave way to Confucianism, Confucian learning theories are in fashion for scholars in the Han Dynasty.