This research is motivated by the low process and learning outcomes in Mathematics among fifth-grade students of SDN 208/II Sumber Harapan, particularly in the topic of fractions. Based on initial observations, the teacher had not used an appropriate learning model, resulting in students tending to be passive, showing little interest in the material, and many of their learning outcomes still falling below the Minimum Criterion for Learning Objective Achievement (KKTP). This study aims to improve the process and learning outcomes in Mathematics through the application of the Inside Outside Circle (IOC) learning model. This type of research is Classroom Action Research (CAR) conducted in two cycles, each consisting of planning, implementation, observation, and reflection stages. The research subjects were 20 fifth-grade students in the second semester of the 2024/2025 academic year. Data were collected through observation, field notes, documentation, and learning test results, then analyzed using descriptive quantitative and qualitative methods. The results showed that the application of the Inside Outside Circle (IOC) model was able to improve both the process and learning outcomes in Mathematics. The observation results of teacher performance increased from 78.95% in Cycle I to 94.74% in Cycle II. Students' learning process improved from 59.50% in Cycle I to 90.15% in Cycle II. Meanwhile, the mastery of learning outcomes increased from 65% in Cycle I to 95% in Cycle II. It can be concluded that the Inside Outside Circle (IOC) learning model is effective in improving the process and learning outcomes in Mathematics for fifth-grade students of SDN 208/II Sumber Harapan.