Reading is the process of catching information from the text. Reading is one of important skills that students should learn in English. Through knowledge of reading, students are able to enhance their English components, such as grammar, writing, pronunciation, and speaking because many materials are provided in English. Sometimes, students feel that reading is a challenging activity as they often find obstacle during understanding the text. There are some factors that impact reading, one of which is reading comprehension. This study aims to know the factors of difficulties in reading comprehension and to know what strategies students use to overcome their difficulties. The sample of the study was 20 students of junior high school Al Hidayah Malang. This research design is descriptive qualitative, focusing on difficulties faced and strategies used by grade 9 students in learning to read. There are two instruments in this study, namely questionnaires and interviews. The questionnaire consists of 10 questions. the findings reveal that most of the students have reading difficulties. The finding also demonstrate, the difficulty by the student in reading comprehension, namely low reading motivation, limited background knowledge, and lack of vocabulary. The researcher found several strategies used by students, memorization strategies, learning media strategies, and note-taking strategies. In conclusion, grade 9 students at SMP Al Hidayah Malang have their own ways of learning reading comprehension. but most students have the same difficult factors, namely limited background knowledge, low reading motivation, lack of vocabulary. students also have their own strategies to overcome their difficulties in learning reading comprehension. Namely questioning method and discussion method. The researchers hope that this study's results can help teachers overcome students' difficulties in learning reading factors. The students can also apply various strategies found in this research to help them learn reading skills. The results of this study are also expected to provide additional information for future researchers interested in conducting similar research. Keywords: Factor, Difficulty, Reading Comprehension