In this cooperative-action research project, the authors developed two instruc-tional activities using poker games with modified playing rules in order to help stu-dents learn the mathematical concept of factors. The first activity, integrated into regu-lar math lessons, attempts to test and enhance students’ understanding of factors. The second activity, employed in remedial lessons, intends to develop the students’ implicit knowledge of factors. The authors, working with an elementary school teacher, ob-served two classes of fifth graders, one regular class and one remedial class, as they used the poker-game activities. This research team discussed and reflected on what they had observed in the classroom in order to evaluate the effectiveness of the stu-dents’ math learning. The results indicate that the newly-designed activities may: (1) help students relate math knowledge to their daily life experience; (2)increase students’ understanding of factors; (3)provoke students to derive more abstract math concepts; (4)assist students in assimilating related math concepts. In sum, given the students’ natural desire to compete and win their poker games, these activities motivate them to develop a deeper capacity for mathematical thinking and to formulate productive strategies for problem solving.