Abstract: A semiconductor memory device with a floating gate that includes a plurality of nanoclusters (21) and techniques useful in the manufacturing of such a device are presented. The device is formed by first providing a semiconductor substrate (12) upon which a tunnel dielectric layer (14) is formed. A plurality of nanoclusters (19) is then grown on the tunnel dielectric layer (14). The growth of the nanoclusters (19) may be accomplished using low pressure chemical vapor deposition (LPCVD) or ultra high vacuum chemical vapor deposition (UHCVD) processes. Such growth may be facilitated by formation of a nitrogen-containing layer (502) overlying the tunnel dielectric layer (14). After growth of the nanoclusters (21), a control dielectric layer (20) is formed over the nanoclusters (21). In order to prevent oxidation of the formed nanoclusters (21), the nanoclusters (21) may be encapsulated using various techniques prior to formation of the control dielectric layer (20).