Education pattern in Indonesia will be expand, the last is curicullum 2013 but the executed at school still uncommitt better, that caused lack of understanding the teacher about how to manage the lesson of the class according curicullum 2013. The research aims to produce a learning materials to determine the properness of the develop learning tools, implementation of learning model, and the students response due develop learning materials and learning activities. The learning materials that develop used Learning Cycle model. The development of this learning materials use 4-D models, but the steps are being taken only to a develop point. The learning materials is develop and validated, limitedly implemented at 16 students of VII-C SMPN 32 Surabaya. The validated result of learning materials by two experts and a teacher showing that the develop learning materials include lesson plan and student worksheet good and proper with score respectively for 3.33 and 3.30. the students learning outcomes after applying of develop learning materials are good with average value of cognitive for 3.5, attitude 3.74, and skill respectively 3.52. All stage of learning model on lesson plans done very well and got an average score 3.73 for two meeting. Students response to the learning activities are positive with a percentage of 95.30%, while the students response to the worksheet are positive with percentae respectively for 98.75%. Keyword: learning materials, Learning Cycle models.