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<em><span lang="IN">It is needed the learning media based on Macromedia Flash and Teaching Aid in the teaching learning process to improve students’ motivation and activity. It was a class action research. the subject of the research was XI grade Office Administration Students in SMKN 1 Bawang Banjarnegara. It was a cycle design which consisted of planning, action, observation and reflection. The data were collected by questionnaire and observation sheets. The result of the study showed that the average of students motivation was 64.3% on the 1^st</span><span lang="IN">cycle and rose to 72.0% on the 2^ndcycle and then increased up to 91,2% on the 3^rdcycle which was on very high category. Whereas, the students’ activities on the 1^st cycle was 40% increased up to 70% on the 2^nd cycle was, and rose 88% on the 3^rd cycle on the very high category. Consequently, the increase of  students motivation and activities gave impact to students’ learning result. It was 69.8 with classical completeness was 54,8% on the 1^stcycle, then increased up to 72,2 with the classical completeness was 83.9 on the 2^nd cycle, and the finally rose to 85.2 with the classical completeness was 93.5% on the 3^rdcycle.</span></em>