A two transistor SONOS flash memory is disclosed. In one aspect, an apparatus, includes a control gate transistor having source and drain diffusions deposited in an N-well, a charge-trapping region formed on the N-well that overlaps the source and drain diffusions, and a control gate formed on the charge-trapping region. A channel region of the N-well between the source and drain diffusions is less than 90 nm in length. The apparatus also includes a select gate transistor having a select source diffusion deposited in the N-well. A drain side of the select gate transistor shares the source diffusion. A channel region of the N-well between the select source diffusion and the source diffusion also is less than 90 nm in length.