The purpose of this study is to determine the effects of the instruction based on conceptual change used with 5E learning model on the conceptual understanding of seventh grade students. A quasi experimental method with pre test post test control group was used in this study. The sample of the research consisted of 52 seventh grade students in a primary school in Buca district of Izmir. Students in the experimental group were instructed according to conceptual change used with 5E learning model. Based on this model, the conditions of conceptual change (dissatisfaction, understandability, plausibility and fruitful) were implemented. In the control group, the instruction was depended on the recommendations of the Science and Technology Curriculum by National Ministry of Education. All students were pre-tested and post tested with the Force and Motion Concept Test (FMCT). The results revealed that experimental group students’ misconceptions decreased significantly better than the control group students’ according to scores on the FMCT. The pre-interviews conducted with three target students in the experimental group determined that these students have understandings different than scientific facts. In the final interview, improvements were observed in these students regarding their force and motion understandings.