The present invention relates to a memory cell structure of a flash memory and a method for fabricating the same and, more particularly, to a flash memory having annular floating gates. The present invention uses the capacitance coupling between the source and the floating gate to form a channel in the substrate under the floating gate. Hot electrons are injected into the floating gate or released from the floating gate to the control gate through inerpoly dieletric by injection point on the top of floating gate In the proposed memory cell, a floating gate is etched to form an annular shape situated between a drain, a source, and two field oxides. An interpoly dielectric and a control gate are stacked in turn on the floating gate and on the surface of the substrate not covered by the floating gate through means of self-alignment. An injection point not covered by the SiN film of the interpoly dielectric is formed on the top of the floating gate. Thereby the present invention can not only achieve self-alignment to form the control gate and apply to high-integration memory cells with small areas, but also can release electrons from the floating gate to the control gate by the FN tunneling effect to effectively increase efficiency of erasing data and reliability of devices.