Film characteristics of thin ONO dielectric layers for MONOS(metal-oxide-nitride-oxide-semiconductor) EEPROM was investigated by TEM, AES and AFM. Seocnd derivative spectra of Auger Si LVV overlapping peak provide useful information fot chemical state analysis of superthin film. The ONO film with dimension of tunnel oxide 23$AA$, nitride 33$AA$, and blocking oxide 40$AA$ was fabricated. During deposition of the LPCVD nitride film on tunnel oxide, this thin oxide was nitrized. When the blocking oxide was deposited on the nitride film, the oxygen not only oxidized the nitride surface, but diffused through the nitride. The results of ONO film analysis exhibits that it is made up of $SiO_2$ (blocking oxide)/O-rich SiON(interface)/N-rich SiON(nitride)/ O-rich SiON(tunnel oxide)