This qualitative study examined how my practice of using manipulatives to teach multiplying and dividing fractions to 8th grade students facilitated their conceptual understanding of those operations. The students who participated in the study were enrolled in one of my intensive mathematics classes. Before the lessons began, I interviewed the students and gave them a pre-assessment to determine their content knowledge and comfort level with manipulatives. The students engaged in activities that included solving problems using various manipulatives. During the activities, I made observations of their problem solving techniques and how they used the manipulatives. At the conclusion of the unit I gave them a post assessment and conducted post interviews to determine any change in their content knowledge and comfort level with using manipulatives. I concluded through my research that by giving the students a hands-on, minds-on approach to learning they were able to develop an understanding of the concepts and apply that knowledge to multiplying and dividing fractions.