Media-based Mathematics Learning Mathtainment is media of learning type program which in contains education principle, mathematics lesson, and entertainment. Media was develop by using SWiSH Max 4 Software. This research is include ‘Research and Development’ for develop media-based mathematics learning math-tainment by using Software Swish Max 4. This develop of learning media using steps, envelope (1) Research and information, (2) Planning, (3) Develop preliminary form of product, (4) Preminary field testing, (5) Main product revision, (6) Final product revision. The subject of this research is middle school student from grade.

Based on the result of research was taken that learning media was developed entirety fulfils some best  according to the an media expert, meanwhile according to the material expert and the students, this media fulfils some good criteria. On the aspect of success, the developing learning media gave some positif respons to the user which based on sum of student who have used the learning media that their result was success or through a minimal point, so this math learning media based on math-tainment be able to use as the supporting media on the student learning process.