Many types of e-learning are currently available for use in the education sector. E-learning can provide training and education to a large number of students with diverse cultural backgrounds and educational levels. However, e-learning can fail if forced to provide teaching material that exceeds what can be achieved by e-learning. Some people usually do not understand the weaknesses and limitations of e-learning and some of them might expect too much. Social conditions outside the educational regulations play an important role in the formation of student character. Thus the development of positive character can be created through a dynamic relationship between internal and external factors. This study aims to develop the learning design (LD) using mathematics manipulative based on e-learning and character building. The development of LD is carried out in five stages including the initial investigation phase, design, realization, a series of actions consisting of tests followed by evaluation and revision, and field trials of the product. The results show that the completeness of 89% can be achieved by both individuals and classical after learning using designs that have been developed. The high level of completeness is due to students being able to study independently through material that has been uploaded by the lecturer and if students are not clear they can directly ask the lecturer through the chat facilities provided without waiting for the next meeting. There is a significant difference between the learning outcomes of the experimental class and the control class. The learning outcomes of experimental class students have higher independence and responsibility. Students in the experimental class are able to produce more manipulatives and have better quality.