This paper presents the application of integrated mathematical programming approach for the design of cellular manufacturing. The cores of the proposed approach are two phases; concurrently a dealing with exceptional elements(EEs) and cell formation and facilities layout design. A policy dealing with EEs considers minimizing the total costs of three important costs ; (1) intercellular transfer (2) machine duplication and (3) subcontracting. And important issue is the calculation of the number of machines needed by considering the maximum utilization of machines and the available capacity of a machine that can be transferred for intercell moving is an key. Facilities layout design is considered to reflect the real field data such as the operation sequence of the parts to be manufactured. quadratic. The model is formulated as mixed integer programming that is presented to find the optimal solution.