The aim of this research is bonding of three-layered St/AZ31/St composite by roll-bonding process. The roll-bonding process was performed at three preheating temperatures, 340, 400 and 450°C, with thickness reduction of 30 to 68% and different thicknesses of intermediate layer (AZ31). In order to improve the bonding strength, the as-rolled specimens were annealed at constant temperature of 375°C. For evaluation of bond strength and investigating the formation of a diffusion layer, the results of peel test and microscopic images were studied. Tensile specimens were prepared along the rolling direction to measure the mechanical properties of the composite. The results showed that by increasing deformation, using high preheating temperatures and decreasing the intermediate layer thickness will lead to a stronger bond. In addition, with annealing treatment, a diffusion layer is formed including intermetallic compounds (IMC) such as Al3Mg2 and AlFe3. If the thickness of diffusion layer is less than a critical value (~5μm), bonding strength will increase. Tensile strength was measured at two difference thickness reductions, 53 and 68%, and preheating temperature of 400°C. The tensile strength showed that coherent and well-bonded layers can support each other; this has a direct effect on tensile strength and elongation.