A semiconductor device including a nonvolatile memory and the fabrication method of the same is described formed on a semiconductor substrate. According to the semiconductor device, a second gate electrode film is used for a gate electrode film of a logic circuit, and for a control gate electrode film of a nonvolatile memory. As the second gate electrode film is formed at a relatively later step in fabrication, subsequent thermal process may be avoided. The gate structure is suitable for miniaturization of the transistor in the logic circuit.