The purpose of this study was to examine the impacts of using the team-learning model on basketball competition achievement and critical thinking in a college basketball class. The data were obtained from 33 undergraduate students enrolled in a basketball class course. Subjects were voluntarily participated, and assigned into cooperative learning groups in this study. One basketball offensive-defensive material (Wootten, 2003) was used. An experiment was conducted over 4 months, 1.5-hour lesson with twice times per a week. For each lesson, they received a thirty-minute teacher instruction, a twenty-minute group discussion, a thirty-minute basketball competition activity, and a ten-minute teacher feedback and conclusion. The results of this study were gathered on Basketball Competition Achievement from each competition via a competition coding sheet. The Critical Thinking Test was administrated to measure student's critical thinking including five factors of assumption, induction, deduction, explanation, evaluation, and was used in the pre-test and post-test. The results from independent t test in this study found that students with higher basketball competition achievement performed significantly better than students with lower basketball competition achievement did on the factors of induction, explanation, and critical thinking on basketball class. Further, the results from paired-samples t test indicated that students had significantly improved from pre-test to post-test on the critical thinking factors of induction, deduction, explanation, evaluation. The results from regression model indicated that the factors of induction, explanation, and critical thinking could be effective on students' basketball competition achievement when they participated team-learning model for critical thinking. As a result of the fact that students can learn these generalizable critical thinking moves, they need not be taught basketball skills simply as a body of facts to memorize in physical education classes, they can now be taught activity as critical thinking with assumption, induction, deduction, explanation, evaluation in order to improve their basketball competition achievement. Classes can be designed so that students learn to develop skills essential to solve offensive-defensive problems on basketball competition. In conclusion, critical thinking is challenging to teach in college physical education. It puts greater demands on faculty and students than traditional education. However, critical thinking is the ability to be in control of one's thinking. It includes the ability to consciously examine the elements of one's reasoning, or that of another, and evaluate that reasoning against universal intellectual standards-clarity, accuracy, precision, depth, breadth, and logic. It also involves the structured examination of sources of information. Keyword(s): college level issues