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This study aims to improve the learning outcomes of mathematics through the Discovery Learning model. The 32 students of the fifth grade Papandayan State Elementary School became the subjects under study. The result showed that the learning implementation score in the first cycle was 72.2 and in the second cycle is 85.4. There are behavioral changes in students- discipline, cooperation, confidence and enthusiasm in the first cycle with the acquisition of scores was 69.4, and in the second cycle increases to 81.13; meanwhile the average scores of students learning outcomes in the first cycle was 67.54 with the learning completion of 59.37%, and an average value in the second cycle is 80.86 with the learning completion 87.5%. The results of all aspects have increased: the implementation of learning increases to 13.2%, changes in student behavior with 11.73%, and completeness of mathematics learning outcomes increases to 28.13%. It can be concluded that the application of the Discovery Learning model improves the students- students- activities in each cycle.