This study seeks to verify the effect of direct instruction strategy on Math achievment of students with learning difficulties in the fourth and fifth grade levels and measure the improvement in their attitudes to Mathematics. Sample consisted of sixty (60) students with Math learning difficulties attending 4th and 5th grade level resource rooms recruited from six School Districts within the metropolitan Directorate of Education. Participants were randomly assigned to control (N = 30) and experimental (N = 30) groups. Experimental students received training on basic Math skills using the Direct Instruction Strategy, whereas the control groups students were taught traditionally. Achievement test were built to measure basic mathematical skill among fourth and fifth grade students as a pre-test and post-test and validity and reliability coefficients were secured. To measure student attitudes to mathematics, attitudes to mathematics scale was developed and tested for validity and reliability. The achievement test was administered as pre-test and post-test, Results from the statistical analysis indicated a perceived effect of the direct instruction strategy on basic skills achievement of fourth and fifth grade students with learning difficulties and improved their attitudes to mathematics.