Problem-solving has been playing an important role in predicting students' academic achievement, cognitive skills, and future careers. It plays an even more important role in English learners (ELs), especially those who are at-risk for math learning difficulties, because they face more severe challenges in language. As more English learners enrolled in school each year, more attention needs to be paid to improve ELs' problem-solving. Earlier studies proved that improving ELs' working memory significantly increased their problem-solving performance. This study further explored the combined influence of working memory and math motivation on ELs' problem-solving. A total of 76 Hispanic English learners were selected and their performance on problem-solving, working memory, math motivation, and IQ were measured through tests and measurements. Both correlation analysis and hierarchical linear modeling were conducted for investigating the relationship between ELs' problem-solving, working memory, and math motivation. The results indicated that ELs' both working memory and math motivation had significant positive correlation with problem-solving, while both working memory and math motivation were significant predictors of problem-solving, which means enhancing ELs' motivation toward math while improving their working memory leads to better performance on problem-solving. The implications, limitations, and future directions were also discussed for providing more insightful thoughts related to improving ELs' problem-solving. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://bibliotheek.ehb.be:2222/en-US/products/dissertations/individuals.shtml.]