This research was conducted with the aim of producing a LIMITT Learning Model to train Mathematical literacy and develop students' higher order thinking skills. The model development process refers to the Plomp development model which includes 4 phases, namely (1) the initial investigation phase. At this stage an analysis of the needs of students, task analysis, concept analysis, and formulation of learning objectives are carried out. (2) phase design. In this phase the LIMITT learning model was designed including syntax models, social principles, reaction principles, instructional impacts and accompaniment and system support. (3) the realization phase. At this stage a complete LIMITT model is prepared based on the previous design stage. (4) test, evaluation and revision phases. At this stage, two things are carried out, namely the validation stage and the trial stage. The results of instrument validation are in the valid category. The product of the LIMITT model is practically applied in learning in the subject of Mathematics the subject of a system of three-variable linear equations. (SPLTV) The practicality of the LIMITT learning model is known from (1) the results of data analysis of the practical components, namely the results of the analysis of the implementation of learning seen from the LIMITT model components are in the category well done. (2) the results of the teacher response questionnaire analysis showed a positive response to the learning model used. The LIMITT model product is effectively applied in learning the Mathematics subject of SPLTV. The effectiveness of the LIMITT learning model is known from the results of data analysis of the effectiveness components, namely (1) the average proportion of student activity in the application of the LIMITT model in trial I is in the "good" criterion and the average proportion of student activity in the trial II is in the "good" category. (2) the average proportion of students' responses in trial I was 76% who