This study is to know the students’ difficulty in doing the TOEFL prediction test, especially the listening section in ITB AAS Indonesia. This study uses descriptive qualitative research by using a questionnaire. The result shows that the students’ difficulty in doing TOEFL listening both external and internal factors. In external factors, include: 1) the speaker's accent (75.5 %), 2) the speakers’ speed (75.9 %), 3) the speakers’ intonation/emphasis (73 %), 4) the speakers’ pause in pronouncing a sentence (70.3 %), 5) the choice of words and foreign terms conveyed by the speaker (71 %), 6) the sentence structure conveyed by the speaker is too complex (54.8 %), 7) audio interruption causes the audio sounds less/unclear (54.8 %). In internal factors, include: 1) 64.3 % of students do not have previous experience doing TOEFL test, 2) 58.5 % of students have lack of practice in TOEFL listening, 3) 78.8 % of students have limited time in doing TOEFL listening test, 4) 62.2 % of students feel a lot of listening questions which consist of 50 questions, 5) 76.2 % of students do not have hearing impairment in listening, 6) 51 % of students have memory limitations when listening to TOEFL, 7) 48.1 % of students lack of motivation and enthusiasm, 8) 52.7 % of students lack of concentration or focus, 9) 53.5 % of students have limited mastery of foreign/unfamiliar vocabularies, 10) 47.3 % of students feel boredom when listening, 11) 56 % of students feel easily distracted by sounds or other things, 12) 51 % of students tend to translate any foreign vocabularies when listening, 13) 52.7 % of students have trouble catching or finding keywords, 14) 44.4 % of students are busy along with other activities when listening, such as playing writing instruments, taking notes or doing other things. Keywords: Listening, TOEFL, TOEFL Prediction Test