This study aims to identify the conceptual structure of elements motivating and discouraging in process of Middle school student’s counseling demand. 9 students who experienced the counseling and 11 students who did not experience is interviewed, collected ideas. By being synthesized and edited, the final statements were reduced to 49 and 53. Participants rated similarity and importance. Multidimensional scaling and hierarchical cluster analysis were conducted to extract dimensions in the previously classified and rated statements. Results showed that promoted students’ concept map was consisted of two dimensions(perceive of counsel’s intrinsic worth-secondary worth, grow naturally motive-condition motive). Also, who experienced the counseling group showed five clusters(positive concept about counsel teacher, realize about detailed necessity, positive vague concept about counsel, concept about counsel’s normalization, recommendation and promote from surroundings). Discouraged students’ concept map was consisted of two dimensions(active disturbance factor-inactive disturbance factor, related factor from counsel-external factor from counsel). Also, who did not experience the counseling group showed six clusters(negative concept about counsel teacher, other helping methods of availability, limited time and no perceive about worry, problem solve form friends, worried about counsel’s negative attention, worried about anonymity and keeping secret). Rating similarity and importance, ‘positive vague concept about counsel’ and ‘negative concept about counsel teacher’ was important from each group. The result gives information those points out elements that discouraged students to avoid seeking for the counseling and encourage them to visit the office.