The study was designed as a Reseacrh and Develompent which was aimed at developing Mathematics intructional media for elementary school studebts in order to avoid to avoid Mind in Chaos towards mathematics.The research procedures involved the analysis of the the products to be developed the development of initial product expert validation and a trayout.The subjects of the study were the 3rd graders of SDN Wadasari Serang.The instruments used in the study included documentation guide pedoman documenter observation guide and questionnaire.Qualitative an quantative data analysis technique were employed in the data analysis process.The study was successful in developing a prototype of Matematics.Intructional media which can be used in the Matematics teaching and learning process that will provide the students with the opportunity to experince fun learning which is also helpful in avoiding Mind in chaos