This study intends to explain the application of how direct and indirect instruction were implemented in the learning process of conversations that are carried out out- of-class at a learning institute in Batang. A descriptive qualitative research was used in this research. In data collection, researchers made observations of all learning activities including preparation for learning, learning activities until the end of the learning activities to determine the application of the direct and indirect instruction. The direct instruction is applied during the learning process through pre-prepared learning activities including learning material about daily vocabulary about fruits, animals, means of transportation, expressions about greeting, vocabularies about things in the home, part of the body, family members, and also the name of the day and several expressions, also on the learning media used by tutors in the form of pictures and props. Indirect instruction is applied in the form of assignments by tutors such as matching names with pictures which are intended as a deepening of the material as well as to learn new material that students will learn. Furthermore, interviews were conducted with the tutor in order to obtain more in-depth information on the two students to find out their feelings after attending the conversation class. The findings show that both students have high conversational learning motivation which leads them to the learning achievement they want where their conversational skills are better. So that it can be an additional reference for teachers and tutors in speaking or conversation learning.