This research is an action research which aims to implement contextual teaching and learning (CTL) approach to learn mathematics, focus on the integration subjects. The approach utilizes the use of mathematics manipulative so that students can understand a mathematical concept to construct their own. The method which used in this research are describtive method for calculate the student results. The object of this research are 41 students of the 7thE grade students of SMPN 1 Kupang. Mathematics Teacher and researchers became observer. The research was conducted in three cycles, with an overview of the following results; (1) there is an improvement of student motivation in following the learning process which can be seen from their enthusiasm in trying the counting beam either beads number aids (2) student activity increases which can be seen from their cohesiveness for solving the question and the cases which given in their group, (3) their mastery of concept also increases which is seen from the mean of their group mark from cycles 1 (35.8%), cycle 2 (40.6%) to cycle 3 (44.12%). The experiment was conducted in three cycles, with an overview of the following results; (1) student motivation for obeying the lessons seen rising from their passion to try and count beam props beaded numbers that exist in the learning process, (2) increased student activity is illustrated by their compactness to solve problems or cases are given in groups them, (3) also increased their mastery of the concept seen from the mean value of the group they began to cycle 1 (35.8%), cycle 2 (40.6%) up to 3 cycles (44.12%).