This study sought to explore the structural relationships between factors possibly impacting the L2-English listening proficiency of Korean elementary-school students. A total of 201 fifth-grade students from three different schools in a local area participated in this study. The data were collected by means of a series of questionnaires and L2 listening proficiency tests and were analyzed by factor, multiple regression and structural equation modeling (SEM) analyses. First, six potential factors in L2 listening were identified as follows; motivation and learning attitude, cognition and memory, metacognition, compensation, anxiety, and L1 faculty. Secondly, motivation and attitude in L2 was the most significant variable for predicting young learners’ L2 listening ability. That is, L2 learners with positive attitudes and strong motivation were predicted to be the most successful L2 listeners. Furthermore, based on the SEM analysis, motivation and attitude, and cognition and memory which stimulated the use of listening strategies such as metacognition and compensation had significant structural relationships with L2 listening proficiency. In light of these results, discussion and pedagogical implications were addressed.