This study discusses the development of mathematical learning instructions based on the M-APOS theory. It aims to produce a mathematical learning instruction based on the M-APOS theory for students on grade VII of SMP / MTs of the second semester which is valid, practical, and improve students' mathematical problem-solving abilities. The type of research is research and development which develops lesson plans and worksheets. The Plomp model was used in this study consisted the preliminary analysis phase, the prototype development stage, and the assessment stage. In the preliminary stage, a needs analysis, curriculum analysis, concept analysis and analysis of students is carried out. At the prototype development stage, a formative evaluation was carried out consisting of self-evaluation, one-to-one evaluation, expert review, small group evaluation, and field test. The subjects of this study were VII grade students of SMP Negeri 2 Pasaman. Based on the field test, learning instructions, the RPP and LKPD based on M-APOS mathematics for class VII SMP in the second semester, are valid, practical and effective. Valid is from aspects of content, presentation, language, and graphics. Practical is the in terms of implementation, time, ease of use. And effective is in terms of its potential impact on students' mathematical problem-solving abilities.