Who has not counted sheep before falling asleep? This is a game or teaching tool to show place value. Each colorful sheep has a digit with a position (black for ones, green for tens, blue for hundreds, red for thousands and yellow for ten thousands). All the sheep except for the ones have gray sheep showing "zero" following them. So, the sheep with a green digit should have just one gray sheep. The sheep with a blue digit should have two gray sheep, and so on. Students will make numbers telling