This research is motivated by the lack of mathematical understanding of elementary school students. This is because students learn by role without understanidng the material and have not revealed the concept he has learned. The formulation of this research problem “Is the use of Conceptual Understanding Procedures (CUPs) model can effect the improvement of students' mathematical understanding?”. The purpose of thus study was to determine the effect of Conceptual Understanding Procedures (CUPs) model to improv of mathematical understanding of elementary students. The CUPs model can help develop an understanding of the concept of student through important stages of individual stages, triplet groups and class discussions. Through mathematical understanding, students can understand an object and perform calculations on situations of everyday life. This research method used is quasi experiment with design of Nonequivalent Control Group Design. The population is around third grade students of primary school student in group 73 District of Ujungberung. While, the research samples were 30 students of class III SDN 253 Panggungsari as an experimental class and 30 students of class III SDN 021 Ciporeat as the control class. The research instruments used are mathematical comprehension test and observation sheet. Data analysis used parametric statistic test with significance level of 0,05. The results obtained (1) There is an influence on improving mathematical understanding of the experimental class from the pretest result of 43,50 and the average posttest of 85,47;(2)There is a mathematical understanding of students who obtained CUPs model better than students who received ordinary learning; (3) There is a difference in improvement of students' mathematical understanding, the experiment class of 0,74, while the control class equal is 0,52. This shows, the increase of mathematical understanding of students who get CUPs learning has a better effect than students who have received regular learning. CUPs model can be used as an alternative in improving students' mathematical understanding.