This study investigated the link between low second language performance and difficulties with native language phonological processing. Participants were native Hebrew speakers, 19-31 years of age, who learned English as a second language in a school setting. Individuals with dyslexia performed below high-proficiency second language learners on each of four tasks assessing native language phonological processing, whereas low-proficiency second language learners were disadvantaged compared to high-proficiency second language learners on only two of the tasks: pseudoword repetition and tip-of-the-tongue naming. These results indicate that both individuals with dyslexia and low-proficiency second language learners have a weakness in native language phonological processing. The weakness in low-proficiency second language learners, however, is evident in a more limited set of skills compared to individuals with dyslexia.