Recently, we can find many studies which insist on appreciating the concept of place in a contextual way not only in the English speaking world but also in Japan. In this renewed concept, place is contended to be humanly (socially) constructed with spatial practices, We (the user) make sense of place by the spatial practices, through which the user creates his own behavior and acts place-ballet. In the socio-spatial studies, Sack (1988) and Shields (1991), for example, advocate this point of view and contend that understanding of many factors operating in the place-making, the invention of place, and the construct of place, should be a primary theme in this discipline. Drawing attention to the conceptual framework of 'genealogy of place', this paper aims at describing the historical transition of amusement quarters (Sakari-ba) of Osaka Sennichimae. Osaka Sennichimae is one of Sakari-ba, where marginality and 'carnivalesque' dominated and both ephemeral and temporal logic was considered as those alternative to everyday rife working. Originally, Sennichimae was a grave yard on the margin of built-up areas of Osaka city in Edo era. After Meiji Restoration, this grave yard changed to an amusement site at first, and then, this site gradually transferred to Sakari-ba. Therefore, the name of this place, Sennichimae, had evoked people with both horror and pre-modern 'Edo' nostalgia after redeveloping from the grave yard into Sakari-ba. In the case of Sakari-ba Sennichimae, this paper examine the very constructed place as a genealogy interwovened with the historical place-images, the interventions of political powers, the act of show-planners (Yashi), and the spatial practices of the walkers. The development of Sennichimae as Sakari-ba is outlined as follow. In the early Meiji period, Sennichimae changed its landuse from grave yard to amusement site. This change might suggest two aspects. Firstly, the place as grave yard was cleared out for the sanitary reason. Secondly, at the same fane, the government of Osaka prefecture carried out the project of improvement in the old section of the city. Neverthless, the former image of grave yard influenced contingently the proceeding devlopment of amusement quarter of Sennichimae. Introducing many of new leisure attractions, especially cinema, this place was gradually characterized as Sakari-ba, and created the typical landscape of amusement site, and, in the 1920's, Sennichimae attracted people who loved to walk around as flaneur, and enjoyed their practice of walking, seeing, and being in the space of Sakari-ba with the mass.