A study was conducted to investigate the levels of representation in memory constructed as an outcome of L2 reading comprehension, and the effects of L2 proficiency, prior knowledge, and L1 reading skills on the construction of the representation. A total number of 128 Korean EFL learners participated in the study. Their L2 reading comprehension was tested through verification measure and comprehension questions designed to assess different levels of understanding including the sentence-level, textbase understanding and the situation model, or the deeper level of understanding of what the text is about. Results showed that the representation the L2 readers constructed was characterized as consisting of rather loose textbase understanding and relatively weak, but varying degrees of, situational understanding. Only L2 proficiency, among the three factors, appeared to have a significant effect on the levels of understanding in the representation the L2 readers constructed.