IMPROVEMENT OF MATHEMATICS MOTIVATION AND LEARNING ACHIEVEMENT THROUGH AIR MODELS ASSISTANCE OF PAKPIKPOK MEDIA. The research objectives are to find out: (1) whether the learning of AIR Model assisted by pakpikpok media can increase students' motivation in learning mathematics; (2) whether the learning model AIR assisted by pakpikpok media can improve students' mathematics learning achievement. The method used is qualitative research, and the research design is Action Research. A total of 17 students 11 of whom have not yet reached the KKM. After learning the AIR Model learning model assisted by pakpikpok media cycle I, student motivation has increased. In cycle I, student motivation was 68%, while in cycle II it reached 85%. Students completeness also increased, in cycle I students completeness increased by 13 students, followed by cycle II to 16 students. The conclusions of this research are: (1) Learning AIR model assisted by Pakpikpok media can increase students' motivation to learn mathematics, (2) learning AIR model assisted by Pakpikpok media can improve student mathematics learning achievement.