PROBLEM TO BE SOLVED: To provide a metal member with a ground layer excellent in the bonding strength of the metal member and ground layer, and capable of ensuring electric conductivity and thermal conductivity, and to provide an insulating circuit board composed of the metal member with a ground layer, a semiconductor device using the insulating circuit board, an insulating circuit board with a heat sink, and a method of manufacturing a metal member with a ground layer.SOLUTION: In a metal member with a ground layer including a metal member 12 being bonded to a bonded body, and a ground layer 30 formed on the bonding surface of the metal member 12 to the bonded body, the bonding surface metal composing the bonding surface of the metal member 12, and the ground layer metal composing the ground layer 30 are metal materials different from each other. The ground layer 30 is formed on the bonding surface of the metal member 12 by depositing powder of the ground layer metal. A diffusion layer 32 is formed between
