An electrically-erasable, programmable ROM cell, or an EEPROM cell, is constructed using an enhancement transistor merged with a floating-gate transistor, where the floating-gate transistor has a small tunnel window, in a contact-free cell layout, enhancing the ease of manufacture and reducing cell size. The bitlines and source/drain regions are buried beneath relatively thick silicon oxide, which allows a favorable ratio of control gate to floating gate capacitance. Programming and erasing are provided by the tunnel window are near or above the channel side of the source. The window has a thinner dielectric than the remainder of the floating gate, to allow Fowler-Nordheim tunneling. By using dedicated drain or ground lines, rather than a virtual-ground layout, and by using thick oxide for isolation between bitlines, the floating gate can extend onto adjacent bitlines and isolation area, resulting in a favorable coupling ratio. Isolation between wordlines is also by thick thermal oxide in a preferred embodiment, further improving the coupling ratio. Bitline and wordline spacing may be selected for optimum pitch or aspect ratio. Bitline to substrate capacitance is minimized.