This study was conducted to identify factors that contribute to poor performance in English subjects by students of Form 2 of Sekolah Menengah Kebangsaan Raja Abdullah in Kepong. This study involved 30 respondents consisting of male and female Malay Form 2 students, conducted in a quantitative manner. The researcher obtained information through the distribution of questionnaires to randomly selected respondents and from an analysis of examination scores. The questionnaire is divided into two parts; Part A and Part B. Part A is related to the respondents' background, while Part B involves several questions that are related to this research. Base on the students' examination score, respondents were students who scored 40 and below in the exam. Findings showed there are several factors why Form 2 Malay students of SMK Raja Abdullah do not master English subjects; reasons being socio-culture, environment, family, peers and themselves. With this study, it is hoped that all parties involved can play a part to contribute to overcoming this issue