This research background due to teacher teaching and learning activity which is said to dissatisfactory learning process. Teacher becomes single actors who dominate discussion on learning process, teacher also have not involve student actively at class, the learning it's not formed collectively so that lack of fun, and they also do not give direct learning to student. It's expected that there are several causing factor. One of the causes is the media utilization. Therefore, solution which appropriate to fix the problem concerning learning process is by utilizes flannel board media. The aim of this research is to describe teacher and student activities on thematic learning by using flannel board media, describe student's affective learning result on thematic learning by flannel board media. Learning that done by using “family” theme, social science and math learning matters.Thematic learning is an integrated learning that combine several subjects into one theme to become one whole unit to give meaningful experience for students. While the utilization of flannel board media on learning will be more effective and meaningful since student able to use the media concretely and directly. Method that used is thematic learning on direct learning setting and cooperative learning. The research design using class action research (PTK), and the type of research is descriptive qualitative. Subject in this research are teacher and student of SDN Semambung No. 296 Sidoarjo with the amount of student is 41 students. Data collection using non test method, observation and questioner. On thematic learning process experience improvement on teacher activity with percentage on first cycle 69.4%, and on the second cycle as big as 84.52%. While student activit.on first cycle with percentage as 68.37% and on the second cycle is 83.84%. From those results, it can be conclude that the utilization of flannel board media with family theme is able to improve thematic learning process on second grade student of SDN Semambung No. 296 Sidoarjo.