The purpose of this study was to find out what are the factors of difficulty learning mathematics, operations, counting, addition, and subtraction in grade II elementary school students. This type of research is descriptive qualitative. The data collection techniques used are test and non-test (observation, interview and documentation). Data research uses Miles & Huberman model data analysis, namely: Data education, data presentation and conclusions. This study used the validity of data in the form of triangulation techniques. From the indicators of difficulty in learning mathematics used, namely: (1) weakness in counting, (2) difficulty in transferring knowledge, (3) lack of understanding of mathematical language, (4) difficulty in visual perception, and (5) difficulty in recognizing symbols, then The results showed that the difficulty factor in learning mathematics calculation operations in grade II elementary school students was the number of students who lacked concentration, students considered that mathematics was a difficult subject for him and many students did not practice doing problems at home. Keywords: learning difficulties, mathematics, qualitative