A few issues. First, the proportions are indeed off. The face is too large for the head, the nose is too long, and this in turn is pushing the mouth too low on the face. The corner of the jaw is too low as well.
The major planes of the head aren't properly establish (the cheek on our left is culprit, among other areas). Look up an Asaro head, and start learning the major planes.
The neck is poorly realized, as it's currently so obstructed that it doesn't feel connected to the head.
There are some inconsistencies with your light source. It seems to largely be coming from our right, but the lower eyelid of the left eye (our left), as well as the flesh above the upper eyelid, point to the light source being on our left.
The brush work is too small and patchy. Always use as large a brush as possible for blocking in your major values and shapes (it's always a size larger than you think you need). The texture on the top of the hat is alright, but the sides of the hat read as being stringy and haphazard. Again, focus on the major planes, and be selective where you choose in introduce texture later on.
The values aren't bad, but still too safe. You have no true light lights or dark darks. Your 3-4 major value groups should be able to stand on their own and define a strong composition.
Noting that the filename is Ana2, I was unaware that this person is supposed to be female. You can take from that what you like. Overall, the piece isn't terrible, but there's a lot of room for improvement. If you require more specific critique, might I suggest posting the ref here as well, though I feel I've covered most of the major issues holding you back. All the links in my signature are worth a read, especially the General Art Tutorial (the value massing link is also pertinent here, but it's a little more complex).
Remember that portraits are by far one of the hardest things to paint successfully - we have parts of our brains dedicated to facial recognition, making achieving an accurate likeness that much more difficult compared to drawing a believable chair or lion.
As such, don't be afraid to take measurements to guide your construction. How does the distance between tear ducts compare to the width of each eye? How does that length compared to the length of the nose? The tip of the nose? The distance from the nose to the upper lip? The distance from the upper lip to the lower lip? How many times does the distance from tear duct to nostril fit in the entire height of the head? How does the total height compare to total width?
The more accurate your initial measuring (usually done with a stick or pencil held out at arm's length), the more accurate the resulting drawing will be. If the proportions are off, everything will look off no matter how well the rendering is done. Remember that the goal is to construct the head as a 3D form. Start with a cube, then chisel away until you have the basic head shape.
Keep in mind that your ref might be a tad difficult to work from, as you have multiple light sources, as well as grain obscuring the smaller forms (such as the thickness of the eyelid). It's not a bad reference, but it looks potential difficult for newer artists. At the very least you should convert the ref to grayscale so as not to confuse yourself anymore than you need to.
I've also attached an image showing how much your measurements differed from your source. The red lines were drawn from the ref, then duplicated and roughly aligned over your painting. Hopefully it is eye-opening at the very least. Let me know if you have any further questions:
Better, but still needs some work. The placement of the mouth is a bit off, the mouth extends too far to our right, and the silhouette of the head is very off. Pay attention to her jawline on our left, and especially the contours on our right (eye socket, cheek, jaw, chin). Try to feel the depth, and be extremely aware of what forms overlap what. Be sure to draw the entire head, even what will be obscured by the hat and hair. It's useful for making sure you have the overall structure correct, and it's great practice for when you work from imagination.
While you're at it, you should double and even triple check all your measurements - it's surprisingly easy for things to stray once you start drawing everything out. If you're any less than perfect here, things will look off (or at least the likeness will be lost) once everything is painted. The more effort you pour into the early stages, the better your end result will be.
Be sure to emphasize the major forms and planes of the head. Again, this is shown well in an Asaro head, as well as the two links I posted previously. Find them as they relate to your reference, and define them. Note that the teeth as a whole are a rounded cylinder, and the lips wrap around this cylinder. The eyes are spheres, with eyelids wrapping around them. The eyelids themselves have a thickness to them - taking special care of this will go a long way to making them look less symbolic and truer to life.
Remember to draw out all the major planes - not just for the head, but for the hat, scarf and jacket as well. Have a strong mental separation of what belongs to the front plane, and what belongs to the side plane.
Before you add your first pass of values, you should take the time to draw out the shape of all the shadow groups. Find how they relate to each other, and pay attention to when they help to define a major plane (either by form shadows or by cast shadows).
This is all a lot of information to soak in, but the concepts you begin to grasp here will be useful for everything you draw in the future. If you ever feel yourself stagnating, that's the perfect excuse to draw and paint more from life, focusing on the fundamentals.
While it most definitely looks better, I think you need to ask yourself what the point of the exercise is: What are you learning from tracing a photograph?
On the other hand, if it's a gift for the girl in the photo or whatever, I guess go for it using any means necessary, but if the point is to learn how to achieve likeness, or training your eye to accurately recreate proportions, then I can't see how tracing is being helpful. Either way, I'd try to get rid of the dull gray background. Paint in some gradations, make it interesting. Also, try to get rid of your linework, specifically in the face, and try to convey the forms using only value. Good luck!
It's amazing how it's easy to screw up if one don't know what to look for, even when tracing.
You should trace not only feature contours but the shadow shapes too. They are a bit tricky to see. Squint at the photo and you'll be able to see them better. This includes soft shadows. Their contour can be traced at the midsection of a soft transition. Same goes for highlights. Once you have features, shadows and highlights structure traced, you can proceed to add value and soften the transitional edges where needed.
but I was sooo frustrated with my inability to make it perfect that I decided to trace it and get into values and rendering.. Bad reason I know....
And so you've blown an opportunity to get better at DRAWING, which is the whole source of problems you are frustrated with, and chose instead to stroke your ego in pursuit of pointless but easy things.
Frustrated? Good. It indicates you've got a real problem you need to focus on, not sweep it under the rug or put pretty ribbons on it.