The semiconductor device includes the nonvolatile memory cell in the main surface of a semiconductor substrate. The nonvolatile memory cell has a first insulating film over the semiconductor substrate, a conductive film, a second insulating film, the charge storage film capable of storing therein charges, a third insulating film over the charge storage film, a first gate electrode, a fourth insulating film in contact with the set of stacked films from the first insulating film to the foregoing first gate electrode, a fifth insulating film juxtaposed with the first insulating film over the foregoing semiconductor substrate, a second gate electrode formed over the fifth insulating film to be adjacent to the foregoing first gate electrode over the side surface of the fourth insulating film, and source/drain regions with the first and second gate electrodes interposed therebetween. The conductive film and the charge storage film are formed to two-dimensionally overlap.