A multilevel phase-change memory, manufacture method and operating method thereof are provided. The memory includes a first phase change layer, a second phase change layer, a first heating layer formed on one surface of the first phase change layer, a second heating layer formed between the first heating layer and the second phase change layer, a first top electrode formed on another surface of the first phase change layer, a second top electrode formed on the other surface of the second phase change layer, and a bottom electrode formed on the other surface of the first heating layer corresponding to the second heating layer. Further, a substrate is provided to form the aforementioned components. The substrate may also include a transistor. The disclosed device has a multi memory state, thereby increasing the memory density, reducing the memory area and lowering the power consumption.