Duplex stainless steels (DSSs), which consist of ferrite and austenite phases, are widely used owing to their high strength and good corrosion resistance. However, the oxidation behavior of DSSs is extremely complicated because they have dual phases. In this study, changes in the scale and the metal substrate during oxidation were investigated. UNS S32101 (Fe-21.5%Cr–5%Mn–1.5%Ni–0.3%Mo–0.22%N), which is a typical type of DSS, was annealed at 1473 K for up to 36 ks in air. The microstructure of UNS S32101 consisted of austenite/ferrite phases, the ratio of which was 50:50 at room temperature. After oxidation, Cr, Mn-oxide formed predominantly. The metal substrate beneath the scale changed mostly to ferrite. In the same region, depletion of Mn and N concentrations resulted. The decrease in Mn was due to the formation of Cr, Mn-oxide. In addition, it was revealed that N content of the metal substrate decreased due to the formation of N2 gas along with the depletion of Mn. It was assumed that the decrease in Mn and N, which are austenite-stabilized elements, led to an increase in ferrite in the depletion area of Mn and N. From this result, it was expected that the compositional changes in the Mn/N depletion area were caused by the oxidation of steel.