Abstract: An apparatus and method of an electrically programmable and erasable non-volatile memory cell with a deep N-well to isolate the memory cell from the substrate is disclosed. In one embodiment, a non-volatile memory apparatus includes at least one non-volatile memory cell fabricated on a P substrate, with a deep N-well located in the P substrate, while a P-well and an N-well are located in the deep N-well. The memory cell further includes a PMOS transistor located in the N-well, in which the PMOS transistor includes a PMOS gate-oxide, and an NMOS capacitor located in the P-well. The NMOS capacitor includes an N+ coupling region located in the P-well, and an NMOS gate-oxide. The memory cell further includes a floating gate comprised of a poly-silicon gate overlying the PMOS transistor and the NMOS capacitor.