Resistive Random Access Memory (ReRAM) is one of the most promising emerging memory technologies as a potential replacement for DRAM memory and/or NAND Flash. Multi-level cell (MLC) ReRAM, which can store multiple bits in a single ReRAM cell, can further improve density and reduce cost-per-bit, and therefore has recently been investigated extensively. However, the majority of the prior studies on MLC ReRAM are at the device level. The design implications for MLC ReRAM at the circuit and system levels remain to be explored. This paper aim to provide the first comprehensive investigation of the design trade-offs involved in MLC ReRAM. Our study indicates that different resistance allocation schemes, programming strategies, peripheral designs, and material selections profoundly affect the area, latency, power, and reliability of MLC ReRAM. Based on this analysis, we conduct two case studies: first we compare MLC ReRAM design against MLC phase-change memory (PCM) and multi-layer cross-point ReRAM design, and point out why multi-level ReRAM is appealing; second we further explore the design space for MLC ReRAM.