The multi-dielectric layer SiOz/Si3N4/SiO2(ONO) is used to scale down the memory device. In this paper, the change of composition in ONO layer due to the process condition and the conduction mechanism are observed. The composition of the oxide film grown through the oxidation of nitride film is analyzed using auger electron spectroscopy(AES). AES results show that oxygen concentration increases at the interface between oxide and nitride layers as the thickness -of the top oxide layer increases. Results of I-V measurement show that the insulating properties improve as the thickness of the top oxide layer increases. But when the thickness of the nitride layer decreases below 63.angs, insulating peoperties of film 28.angs. of top oxide and film 35.angs. turn over showing that insulating property of film 28.angs. of top oxide is better than that of film 35.angs. of top oxide. This phenomenon of turn over is thought as the result of generation of surface state due to oxygen flow into nitride during oxidation process. As the thickness of the top oxide and nitride increases, the electrical breakdown field increases, but when the thickness of top oxide reaches 35.angs, the same phenomenon of turn over occurs. Optimum film thickness for scaled multi-layer dielectric of memory device SONOS is estimated to be 63.angs. of nitride layer and 28.angs. of top oxide layer. In this case, maximum electrical breakdown field and leakage current are 18.5[MV/cm] and $8{ imes}{10^-12}$[A], respectively.