The present study examined factors that influence the process of learning to read in a second language. The Hebrew reading comprehension skills of 68 Russian-speaking children (mean age 7 years 6 months) were screened at the start of Grade 2. From this sample, 40 participants were selected: 20 successful learners and 20 unsuccessful learners. These two groups were then tested on a wide range of language skills (e.g., phonological processing, vocabulary, syntactic and morphological awareness) in both languages (Hebrew and Russian) and reading skills in Hebrew (e.g., reading speed and accuracy). Two factors, level of spoken Hebrew and phonological awareness deficits in both languages, were significant. Phonological awareness difficulties constituted the key factor associated with poor decoding whereas insufficient mastery of spoken Hebrew was important in the case of reading comprehension. An interesting dissociation was also found in our poor readers between impaired phonological awareness and other unimpaired phonological processing abilities such as oral pseudoword repetition and working memory. These findings suggest that, in addition to poor spoken L2 proficiency, poor readers are characterized more by a metalinguistic rather than a linguistic deficit in their native tongue.