Meaningful Learning will bring student to experience learn getting an impression. Experience obtained a student will progressively impressing if process of study which obtain of representing result from own invention and understanding. In this context is student experience of and own. Process study that goes on entangle full student to formulate by xself concept. Involvement learn only as fasilitator and moderator in course of the study. Pursuant to perception early to process of study of mathematics of class of II in SDN Sememi I of Subdistrict of Benowo Surabaya obtained information that during process of mathematics study, teacher not yet used media of appropriate study, so that result of learning the student which less than standard of criteria school. target of this Research to describe of teacher activity, activity of student and result of learning student in study by using media of card of number at student of class of II SDN Sememi I of Subdistrict of Benowo Surabaya, result of writing free poem student and also its way to overcome and constraints. This research use classroom action research (CAR), what is the two of cycle, each;every cycle executed during 1 meeting. the Cycle second consisted of the planning phase, execution, and refleksi perception. Technique data collecting in this research use observation technique, field note tes and. Data gathered to be analysed by using descriptive method qualitative and quantitative. Result of research indicate that percentage of teacher activity experience of improvement at cycle of I that is 76,6% and cycle of II mount to become 92,2%. activity of Student experience of improvement at cycle of I that is 78,6%, and cycle of II mount to become 89%. Meanwhile, complete of clasikalat cycle of I that is 68,3% and cycle of II mount to become 92,2%. Constraints faced is the way of mastering class and management of study time, its way to overcome is denga revise management of time of study and make solution is later;then applied at study hereinafter. that use of media of card of number can improve result learn student mathematics.