A semiconductor device including a memory cell is provided. The memory cell comprises a transistor, a memory element and a capacitor. One of first and second electrodes of the memory element and one of first and second electrodes of the capacitor are formed by a same metal film. The metal film functioning as the one of first and second electrodes of the memory element and the one of first and second electrodes of the capacitor is overlapped with a film functioning as the other of first and second electrodes of the capacitor.