A semiconductor device with having a MOS varactor and methods of fabricating the same are disclosed. The MOS varactor includes a metal gate electrode, an active semiconductor plate interposed between the metal gate electrode and the semiconductor substrate, and a capacitor dielectric layer interposed between the metal gate electrode and the active semiconductor plate. Further, a lower insulating layer insulates the MOS varactor from the semiconductor substrate. According to the present invention, a metal gate electrode is used to reduce poly depletion, thereby increasing a tuning range of the varactor, and to manufacture a reliable metal resistor without the need of an additional photomask.