This study aims to describe (1) Learning fraction counting learning in class V, (2) the difficulty of students in completing fraction counting operations in class V SDN BENCONGAN VI, (3) Factors of students difficulty in completing fraction counting operations, and (4) Solutions that can be given to overcome the difficulties of students in completing fraction counting operations. The type of this research is descriptive qualitative. The sample of this study amounted to 6 people drawn from the population of all fifth grade students of SDN BENCONGAN VI. Data collection methods used are observation, interviews, tests, and documentation. Data analysis techniques using qualitative descriptive analysis. The results showed (1) The learning of classical count operations is included in either category. (2) The average test result completing the fractional count operation is classically very low. (3) The factors of students' difficulties in completing fraction counting operations are the difficulties of students when solving fraction story problems, the factors of students' difficulties when completing addition and subtraction problems of the mentioned fractions are not the same, then the factors of students' difficulties in simplifying fractions. (4) The solution to overcome is how to teach teachers to be further improved both in the use of more varied methods and the use of media or teaching aids in learning, the need for the role of the family in guiding children to learn at home.