With the evolution of information technology, E-learning has spread rapidly. Traditional E-learning has proved not fit requirement of modern education, new trend of developing the adaptive and customized E-learning system draws more and more attentions from researchers and practitioners. In this paper, we proposed an E-learning system which can provide adaptive content according to different situations of user. To achieve the adaptive E-learning system, two new technologies have been adopted by the system: learning object and domain ontology. Using these two technologies the system can provide intelligent learning content based on the user’s context, knowledge’s context. The paper also presents a scenario to demonstrate the step of production of adaptive learning content.