The objectives of this study were to improve the students attitude towards mathematics and to involve students actifely in the teaching of mathematics so thet their achievement could be improved. This study was conducted in kramat pela 03 elementary school in the firstof the thirdterm of 1996/1997 academic yerd. the study was a classroom action research and the data were collected using a checklist observations and dokumentation. reflection and analysis of the data were carried out through linear convergent and horozontal divergent The result of the study showed that the manipulative actiivity using the concrete teaching aids learning while playing and integrated reaching could improve the students attitude towards mathematics and could involvestudents actively in the teaching process. The positive attitude and the active involvement of the students achievement