Speaking is one of four language skills which is considered as difficult especially for the eleventh grade students because of many reasons like less motivation and lack vocabulary. The use of mafia game to teaching speaking asking and giving opinion is recommended because mafia game is a kind of party game which is often played in gathering with many players. The research purposes are to describe the implementation of mafia game in teaching speaking asking and giving opinion and to describe the students difficulties in speaking asking and giving opinion using mafia game. This reserach used descriptive qualitative method. The data were taken from English teacher and the eleventh grades students of XI IPA1 with 18 students at SMA PGRI 5 Sidoarjo. As the result, the implementation of teaching speaking asking and giving opinion using mafia game made the students more confident, enjoy to speaking English and it was effective as media to teaching speaking opinion. Based on result of questionnaire, the students difficulties are they felt shy, afraid, anxious if make a mistake, they could not to express their idea very well, and had lack or limit of vocabulary. Then as the suggestion of this research is when the students play mafia game to practice speaking English, they should be more confident to share their ide or opinion in group because it can effect the way of mafia game. Mafia game focuses on the players and the rule was not affected by the previous game. This is good for observe students behaviour effectively.