UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of May 2008

Commission File Number 000-28508

Flamel Technologies S.A.

(Translation of registrant’s name into English)

Parc Club du Moulin à Vent
33 avenue du Dr. Georges Levy
69693 Vénissieux Cedex France
(Address of principal executive offices)

     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ		Form 40-F o

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):____

     Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):____

     Indicate by check mark whether registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o		No þ

     If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    

 

 

INFORMATION FILED WITH THIS REPORT

Document Index
	99.1			Notice of a Combined Ordinary and Extraordinary Meeting of Shareholders on June 3, 2008.
	99.2			Draft Resolutions to be submitted at the Ordinary and Extraordinary General Shareholders’ Meeting on June 3, 2008.
	99.3			Management Report prepared by the Board of Directors to be presented at the Annual Ordinary Shareholders’ Meeting on June 3, 2008.
	99.4			Board Report to be submitted at the Combined Shareholders’ Meeting on June 3, 2008.
	99.5			Form of Proxy to Shareholders.
	99.6			Form of Proxy to ADR Holders.
	99.7			Document and Information Request Form.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

- Translated from French –

Exhibit 99.1

FLAMEL TECHNOLOGIES
Société Anonyme with a share capital of Euros 2,933,195
Registered Office :
Parc Club du Moulin à Vent
33, avenue du Docteur Georges Lévy
69693 VENISSIEUX (France)

379 001 530 R.C.S. LYON

NOTICE OF A COMBINED ORDINARY AND EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS
ON JUNE 3, 2008

Sent by Mail

Ladies and Gentlemen,

You are cordially invited to attend the Combined Ordinary and Extraordinary General Meeting (the “Meeting”) of the shareholders of FLAMEL TECHNOLOGIES (the “Company”) which will be held on June 3, 2008 at 10:00 a.m. (French time) at the registered office of the Company, with the following agenda :

Agenda

     Resolutions within the competence of the ordinary general shareholders’ meeting

1. Approval of Statutory Accounts for year ended 31 December 2007.

2. Allocation of results to retained earnings.

3. Renewal of Mr Elie Vannier as Director.

4. Renewal of Mr. Frederic Lemoine as Director.

5. Renewal of Mr Lodewijk J.R. De Vink as Director.

6. Renewal of Mr. John L. Vogelstein as Director.

7. Renewal of Dr Francis JT Fildes as Director.

8. Renewal of Mr. Stephen H. Willard as Director.

9. Replacement of the statutory auditor.

10. Determination of the annual amount of Directors’ attendance fees.

11. Approval of agreements referred to in article L. 225-38 et seq. of the Commercial Code.

- Translated from French -

     Resolutions within the competence of the extraordinary general shareholders’ meeting

12. Authorization to be granted to the Board of Directors for allocation of two hundred thousand (200,000) shares at no cost (“free shares”) and taking note of the resulting capital increases.

13. Authorization to be granted to the Board of Directors for issue of a maximum number of two hundred fifty thousand (250,000) stock warrants (BSA) reserved for a category of persons consisting of the company’s directors who are neither authorized agents nor employees of the company, but including the Chairman of the Board of Directors; authorization to be granted to the Board of Directors for carrying out the resulting capital increases.

14. Authorization to be granted to the Board of Directors for increasing the share capital by issues of shares reserved for the members of a company saving plan established in application of Articles L.443-5 et seq. of the Labour Code.

15. Powers for formalities.

Please note that in the event that you are not able to attend the meeting, you may either grant a proxy to your spouse or to another shareholder, who will be attending the meeting, or vote by mail. You may also address a proxy to the Company without indicating any representative. In this latter case, please note that the Chairman of the meeting will thus (i) vote in favor of the resolutions approved by the Board of Directors and (ii) vote unfavorably for the other resolutions, which would have not been approved by the Board. If you wish to vote in another way, you shall give a proxy to a representative, who will agree to vote as you require.

Under no circumstances will you be allowed to return to the Company a document including both instructions of vote by mail and by proxy.

The voting instructions will not be taken into account unless the above-mentioned document, duly filled out, reaches the Company at least three days before the Shareholders’ meeting.

ON BEHALF OF THE BOARD OF DIRECTORS

- Translated from French -

IMPORTANT :

IF YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE NOTE THAT SHAREHOLDERS WILL BE ADMITTED TO THE COMBINED ORDINARY AND EXTRAORDINARY GENERAL MEETING WITH WHATEVER THE NUMBER OF SHARES THEY HOLD PROVIDED THAT IF THEY ARE OWNER OF REGISTERED SHARES THEIR SHARES HAVE BEEN REGISTERED IN A SHARE ACCOUNT HELD BY THE COMPANY AT LEAST ONE DAY PRIOR TO THE DATE OF THE MEETING.

IF YOU EXPECT NOT TO BE PRESENT AT THE MEETING, YOU MAY COMPLETE AND PROMPTLY RETURN THE FORM OF PROXY AND VOTE BY MAIL (“DOCUMENT UNIQUE DE VOTE PAR CORRESPONDANCE ET PAR PROCURATION”), WHICH IS ENCLOSED FOR YOUR CONVENIENCE.

PLEASE NOTE THAT ANY ABSTENTION EXPRESSED IN THE FORM OF PROXY AND VOTE BY MAIL (DOCUMENT UNIQUE DE VOTE PAR CORRESPONDANCE ET PAR PROCURATION) OR RESULTING FROM THE ABSENCE OF INDICATION OF VOTE WILL BE DEEMED TO BE AN UNFAVORABLE VOTE TO THE PROPOSED RESOLUTION.

IF THE QUORUM FOR THE ORDINARY MEETING IS NOT MET ON JUNE 3, 2008, SHAREHOLDERS WILL BE INVITED TO VOTE AT A MEETING WHICH WILL BE HELD ON JUNE 10, 2008 ON THE SAME AGENDA, AS DESCRIBED IN THIS NOTICE.

Quorum required under French law:

The required quorum for ordinary resolutions is one fifth (20%) of the total outstanding shares. If such quorum is not met, the Board of Directors will give a second notice of Shareholders’ Meeting.

At this second Meeting, no quorum is required for ordinary resolutions.

The required quorum for extraordinary resolutions is one fourth (25%) of the total outstanding shares with voting rights, upon first call of the shareholders’ meeting. If such quorum is not met, the Board of Directors will give a second notice of Shareholders’ Meeting. At this second Meeting, which shall not take place earlier than six days after the first meeting, the required quorum is one fifth (20%) of the total outstanding shares with voting rights.

Enclosed documents:

§

Resolutions submitted to the combined ordinary and extraordinary shareholders’ meeting to be held on June 3, 2008;

§

Management Report by the Board of Directors to the ordinary and extraordinary shareholders’ meeting including (Appendix 1) table of the Company’s results for the last five financial years;

§

Report by the Board of Directors to the combined shareholders meeting held on June 3, 2008;

§

Voting card;

§

Document and information request form.

Translated from French –

Exhibit 99.2

FLAMEL TECHNOLOGIES
Société Anonyme with a share capital of Euros 2,933,195
Registered Office :
Parc Club du Moulin à Vent
33, avenue du Docteur Georges Lévy
69693 VENISSIEUX (France)

379 001 530 R.C.S. LYON

RESOLUTIONS SUBMITTED TO THE ORDINARY AND EXTRAORDINARY
GENERAL SHAREHOLDERS’ MEETING TO BE HELD ON JUNE 3, 2008

- RESOLUTIONS WITHIN THE COMPETENCE OF THE ORDINARY GENERAL
SHAREHOLDERS’ MEETING –

1. Approval of Statutory Accounts for year ended 31 December 2007.

2. Allocation of results to retained earnings.

3. Renewal of Mr Elie Vannier as Director.

4. Renewal of Mr. Frederic Lemoine as Director.

5. Renewal of Mr Lodewijk J.R. De Vink as Director.

6. Renewal of Mr. John L. Vogelstein as Director.

7. Renewal of Mr Francis JT Fildes as Director.

8. Renewal of Mr. Stephen H. Willard as Director.

9. Replacement of the statutory auditor.

10. Determination of the annual amount of Directors’ attendance fees.

11. Approval of agreements referred to in article L. 225-38 et seq. of the Commercial Code.

– RESOLUTIONS WITHIN THE COMPETENCE OF THE EXTRAORDINARY GENERAL
SHAREHOLDERS’ MEETING –

12. Authorization to be granted to the Board of Directors with a view to allocation of 200,000 shares at no cost (“free shares”) and taking note of the resulting capital increases.

13. Authorization to be granted to the Board of Directors for issue of a maximum number of two hundred and fifty thousand (250,000) stock warrants (BSA) reserved for a category of persons consisting of the company’s directors who are neither authorized

Translated from French –

agents nor employees of the company, but including the Chairman of the Board of Directors; authorization to be granted to the Board of Directors for carrying out the resulting capital increases.

14. Authorization to be granted to the Board of Directors for increasing the share capital by issues of shares reserved for the members of a company saving plan established in application of Articles L.443-5 et seq. of the Labour Code.

15. Powers for formalities.

- RESOLUTIONS WITHIN THE COMPETENCE OF THE ORDINARY GENERAL
SHAREHOLDERS’ MEETING –

FIRST RESOLUTION

Approval of Statutory Accounts for year ended 31 December 2007

The General Shareholders’ Meeting, voting under the quorum and majority conditions for ordinary general meetings,

after having taken cognizance of the financial statements for the fiscal year ended on December 31, 2007, and having heard a reading of the Board of Directors’ management report and of the general report of the Statutory Auditor pertaining to said fiscal year,

approves, in their entirety, the said financial statements as they have been presented to it, as well as the transactions recorded in such financial statements and reports, which show a loss in the amount of (17,494,103) euros.

Accordingly, the General Shareholders’ Meeting grants the Directors full discharge for the performance of their duties during said fiscal year.

Furthermore and in accordance with Section 223 quater of the General Tax Code, the General Shareholders’ Meeting acknowledges that non tax-deductible expenses or charges as set forth at Section 39-4 of the General Tax Code were incurred for a total of 23,160 Euros during the fiscal year ended December 31, 2007 corresponding to excess redemption.

SECOND RESOLUTION

Allocation of results to retained earnings

The General Shareholders’ Meeting, voting under the quorum and majority conditions for ordinary general meetings,

After having heard a reading of the Board of Directors’ management report, decides to allocate the loss for the financial year ended on December 31, 2007, amounting to (17,494,103) Euros, to the carry forward account, which will then amount to (91,999,420) euros.

Translated from French –

It is recalled, pursuant to article 243 bis of the General Tax Code, that no dividend was distributed for the fiscal years ended December 31, 2006, December 31, 2005 and December 31, 2004.

THIRD RESOLUTION

Renewal of a Director

The General Shareholders’ Meeting, voting under the quorum and majority conditions for ordinary general meetings,

after having heard a reading of the Board of Directors’ management report, acknowledging that the term of the Director’s office of Elie Vannier expires at the end of this meeting,

decides to renew his office for one (1) year, to expire at the end of the General Shareholders’ Meeting convened to approve the financial statements for the fiscal year ending December 31, 2008.

Elie Vannier has declared that he complied with all the conditions required by applicable laws and regulations in order to hold such office.

FOURTH RESOLUTION

Renewal of a Director

The General Shareholders’ Meeting, voting under the quorum and majority conditions for ordinary general meetings,

after having heard a reading of the Board of Directors’ management report, acknowledging that the term of the Director’s office of Frédéric Lemoine expires at the end of this meeting,

decides to renew his office for one (1) year, to expire at the end of the General Shareholders’ Meeting convened to approve the financial statements for the fiscal year ending December 31, 2008.

Frédéric Lemoine has declared that he complied with all the conditions required by applicable laws and regulations in order to hold such office.

FIFTH RESOLUTION

Renewal of a Director

The General Shareholders’ Meeting, voting under the quorum and majority conditions for ordinary general meetings,

Translated from French –

after having heard a reading of the Board of Directors’ management report, acknowledging that the term of the Director’s office of Lodewijk J.R. De Vink expires at the end of this meeting,

decides to renew his office for one (1) year, to expire at the end of the General Shareholders’ Meeting convened to approve the financial statements for the fiscal year ending December 31, 2008.

Lodewijk J.R. De Vink has declared that he complied with all the conditions required by applicable laws and regulations in order to hold such office.

SIXTH RESOLUTION

Renewal of a Director

The General Shareholders’ Meeting, voting under the quorum and majority conditions for ordinary general meetings,

after having heard a reading of the Board of Directors’ management report, acknowledging that the term of the Director’s office of John L. Vogelstein expires at the end of this meeting,

decides to renew his office for one (1) year, to expire at the end of the General Shareholders’ Meeting convened to approve the financial statements for the fiscal year ending December 31, 2008.

John L. Vogelstein has declared that he complied with all the conditions required by applicable laws and regulations in order to hold such office.

SEVENTH RESOLUTION

Renewal of a Director

The General Shareholders’ Meeting, voting under the quorum and majority conditions for ordinary general meetings,

after having heard a reading of the Board of Directors’ management report, acknowledging that the term of the Director’s office of Dr Francis JT Fildes expires at the end of this meeting, such as it was conferred temporarily by the Board of Directors held on February 29, 2008 in replacement of Mr. Cor Boonstra,

decides to renew his office for one (1) year, to expire at the end of the General Shareholders’ Meeting convened to approve the financial statements for the fiscal year ending December 31, 2008.

Dr. Francis JT Fildes has declared that he complied with all the conditions required by applicable laws and regulations in order to hold such office.

Translated from French –

EIGHTH RESOLUTION

Renewal of a Director

The General Shareholders’ Meeting, voting under the quorum and majority conditions for ordinary general meetings,

after having heard a reading of the Board of Directors’ management report, acknowledging that the term of the Director’s office of Stephen H. Willard expires at the end of this meeting,

decides to renew his office for one (1) year, to expire at the end of the General Shareholders’ Meeting convened to approve the financial statements for the fiscal year ending December 31, 2008.

Stephen H. Willard has declared that he complied with all the conditions required by applicable laws and regulations in order to hold such office.

NINTH RESOLUTION

Replacement of the statutory auditor

The General Shareholders’ Meeting, voting under the quorum and majority conditions for ordinary general meetings,

after having heard a reading of the Board of Directors’ management report, acknowledging that the term of office of the permanent statutory auditor, Ernst and Young Audit and deputy auditor, Mr Marc Bonhomme expires at the end of this meeting,

nominates in replacement Price Waterhouse Coopers audit as permanent auditor and Etienne Boris as deputy auditor for six years, expiring at the end of the Ordinary Shareholders’ Meeting to be held to approve the financial statements for the financial year ending on December 31, 2013.

The auditors have already indicated to the company their willingness to accept their appointment.

TENTH RESOLUTION

Determination of the annual amount of Directors’ attendance fees

After having heard a reading of the Board of Directors’ management report, the General Shareholders’ Meeting voting under the quorum and majority conditions for ordinary general meetings,

decides to allocate to the Board of Directors, provided resolutions three to seven are approved, a maximum aggregate amount of 325,000 euros as annual attendance fees for the fiscal year ending December 31, 2008.

Translated from French –

The General Shareholders’ Meeting acknowledges that the Board will determine the allocation and payment date of said attendance fees.

ELEVENTH RESOLUTION

Approval of agreements referred to in article L. 225-38 et seq. of the Commercial Code

the General Shareholders’ Meeting voting under the quorum and majority conditions for ordinary general meetings,

After having heard a reading of the Board of Directors’ management report, and the statutory auditor’s special report regarding the agreements referred to in article L. 225-38 et seq. of the Commercial Code,

approves the agreements entered into or previously authorized and which remained in force during the fiscal year ended December 31, 2007, together with the transactions mentioned therein.

– RESOLUTIONS WITHIN THE COMPETENCE OF THE EXTRAORDINARY GENERAL
SHAREHOLDERS’ MEETING –

TWELFTH RESOLUTION

Authorization to be granted to the Board of Directors in view of allocating two hundred thousand (200,000) shares at no cost (“free shares”) and establishment of the subsequent capital increases.

The General Meeting, deliberating under the conditions of quorum and majority required for Extraordinary General Meetings,

after hearing the reading of the report by the Board of Directors and the audit report by the Statutory Auditors,

in application of Articles L. 225-197-1 et seq. of the Commercial Code:

	1.		authorizes the Board of Directors to proceed, in one or several times, with the free allocation of the Company’s shares, existing or to be issued, for the benefit of the employees of the Company or the companies and the economic interest groupings which are linked to it pursuant to the conditions stipulated in Article L. 225-197-2 of the Commercial Code or for the benefit of the company managers referred to in Article L. 225-197-1, II of the Commercial Code;
	2.		decides that the Board of Directors shall determine the identity of the beneficiaries, who can be employees or certain categories thereof of both the company and the companies which are bound to it directly or indirectly, pursuant to the conditions of Article L 225-197-2 of the Commercial Code and/or the

Translated from French –

			company managers who meet the conditions of Article L 225-197-1 of the Commercial Code;
	3.		decides that the Board of Directors shall determine the conditions and, where appropriate, the criteria for allocation of the shares;
	4.		decides that the total number of shares free allocated is fixed at 200,000 shares, excluding adjustment of this number in order to take account of the operations necessary for preserving the rights of the beneficiary. In any event, the number of shares that can be allotted free of charge by the Board by virtue of the present delegation cannot exceed ten percent (10%) of the registered capital existing on the day of the first allocation;
	5.		decides that allocation of the shares to their beneficiaries will be definitive only on expiry of a minimum acquisition period of two (2) years and that the minimum duration of the beneficiary’s obligation of conservation at the end of the acquisition period is fixed at two (2) years, the Board of Directors having the option of extending either of the time limits. Nonetheless, the shares will be definitively allocated prior to expiry of this period in the event of disability of the beneficiary corresponding to classification in the second or third of the categories provided for in Article L 341-4 of the Social Security Code;
	6.		decides, in dispensation from the above, that beneficiaries who are not residents in France on the allocation date, for whom the taxable event coincides with the end of the acquisition period, will be allocated the shares definitively on expiry of a minimum acquisition period of four (4) years, except in the event of disability, as stated above. These same beneficiaries will then be bound by no period of conservation;
	7.		takes due cognizance that, concerning the shares to be issued, the present decision will include, at the end of the acquisition period, a capital increase through incorporation of reserves, profits or share premiums in favor of the beneficiaries of said shares and correlative renunciation by the shareholders in favor of said beneficiaries to the part of the reserves, profits or premiums thus incorporated;
	8.		fixes at thirty-eight (38) months, as from the date of the present Meeting, the duration of validity of the present authorization;
	9.		delegates all powers to the Board of Directors in order to implement the present authorization within the limits fixed above and thus determine the effects on the rights of the beneficiaries of the operations modifying the capital or likely to influence the value of the shares to be allotted and realized during the periods of acquisition and conservation; where appropriate, to establish the existence of sufficient reserves and proceed, at the time of each allotment, with transfer to a non-available reserves account of the sums required for paying up the new shares to be allotted; to decide on capital increase(s) through the incorporation of reserves, premiums or profits correlative to the issuance of new shares allotted free of charge; to proceed with acquisitions of the necessary shares by means of offers of sale made to all shareholders proportionally to the number of ordinary shares held by each of them; to take all useful measures for ensuring compliance with the obligation of conservation required of the beneficiaries; and, generally, to do everything, within the scope of the regulations in force, that the implementation of the present authorization will require;
	10.		takes due cognizance of the fact that, in the event that the Board of Directors should make use of this authorization, it shall inform the Ordinary General

Translated from French –

Meeting each year of the operations performed by virtue of the provisions stipulated in Articles L. 225-197-1 to L. 225-197-3 of the Commercial Court pursuant to the conditions stipulated by Article L. 225-197-4 of said Code.

THIRTEENTH RESOLUTION

Authorization to be granted to the Board of Directors for issue of a maximum number of two hundred and fifty thousand (250,000) stock warrants (BSA) reserved for a category of persons consisting of the company’s directors who are neither authorized agents nor employees of the company, but including the Chairman of the Board of Directors; authorization to be granted to the Board of Directors for carrying out the resulting capital increases.

The General Shareholders’ Meeting, voting under the quorum and majority requirements for extraordinary general meetings, after having heard a reading of the Board of Directors’ report and Statutory Auditor’s special report, acknowledging that the share capital of the Company is fully paid up,

in accordance with the provisions of Articles L. 225-138 and L. 228-91 et seq. of the Commercial Code,

	1.		decides to authorize the Board to issue 250,000 warrants (BSA) for a subscription price to be paid up in cash and determined by the Board based on the evaluation of an independent expert. Such evaluation shall be the fair value of the warrants (BSA) which will be in part a function of the subscription price of the shares to be determined by the Board, in accordance with the provisions set forth in paragraph 3 below. The subscription amount of these warrants (BSA), if any, will be registered in a special reserve account labelled “issue premium” which will carry rights for all shareholders;
	2.		decides to cancel the preferential right of subscription attributed to the shareholders by Article L. 225-132 of the Commercial Code and to reserve the subscription of these 250,000 warrants (BSA), to the following category of beneficiaries: Directors of the Company who are not officers and/or employees of the Company, but including the Chairman;
	3.		decides that each warrant (BSA) will give its holder, subject to the terms and conditions set forth hereafter and in the Board’s decision to issue the warrants (BSA), the right to subscribe to one share of the Company for a subscription price which shall be the market price for the share, in the form of ADS, on the NASDAQ, on the closing of the trades on the day preceding the decision of the Board to issue such warrants (BSA), provided that such price shall not be less than 80% of the average of the market price for the share on the NASDAQ, in the form of ADS, during the last twenty trading days preceding such Board’s decision. In this case, the price for the share shall be equal to 80% of the average of the market price for the share on the NASDAQ, in the form of ADS, during the last twenty trading days preceding such Board’s decision;
	4.		resolves that the shares thus subscribed upon exercise of the warrants (BSA) shall be fully paid up on the date of their subscription, either in cash or by offset of debt in the conditions laid down by law;
	5.		decides that each warrant (BSA) shall be exercised by its holder in accordance with the conditions set forth by the Board’s decision to issue the warrants (BSA),

Translated from French –

			provided that such exercise shall occur within four (4) years from the issuance date and that the holder is still a member of the Board of Directors of the Company on the day of such exercise;
	6.		If its holder fails to exercise the warrant in whole or in part at the expiry of the above mentioned period, the warrant (BSA) and the attached right to subscribe will lapse automatically;
	7.		decides that, as of, at the issuance date of the warrants (BSA), the Company will be entitled to:

	-		conduct any change in its corporate organization,
	-		conduct any change in its corporate purpose,
	-        change the allocation rule of its profits and to redeem its share capital, subject to the Company taking all the necessary measures to protect the warrants holders pursuant to Article L. 228-99 of the Commercial Code,
	-        issue preferred shares subject to the Company taking all the necessary measures to protect the warrants holders pursuant to Article L. 228-99 of the Commercial Code;

	8.		decides that, in the event the Company issues, under any circumstances, new shares with a preferential right to subscribe reserved to its shareholders, or if the Company conducts a distribution of its reserves, in cash or in kind, and of its share premiums or if the Company changes the allocation of its profits through the issuance of preferred shares, the Company will take all the necessary measures to protect the interests of the warrants’ holders pursuant to the provisions of Article L. 228-99 of the Commercial Code;
	9.		decides that, in the case of a capital reduction, motivated or not by losses, and conducted through either a decrease of the par value of the shares or a decrease of the number of shares, the warrants holders’ rights will be decreased accordingly as if they had been exercised, before the date when the capital decrease has become final;
	10.		acknowledges that, pursuant to the provisions of Article L. 228-103 et seq. of the Commercial Code, the warrants’ holders will all be grouped together in order to defend their common interests, in an assembly (a “masse”) with a civil personality. General warrants holders meetings will be convened to authorize any changes in the issuance terms and conditions and to decide on any decision regarding the conditions of subscription or allocation of the shares as set forth at the time issuance took place. Each warrant will give access to one voting right. The conditions regarding the quorum and the majority will be those determined in the second and third paragraph of Article L. 225-96 of the Commercial Code. The expenses incurred in connection with such meetings, as well as, generally, any expenses in connection with the assembly (“masse”) will be borne by the Company;
	11.		Consequently and in accordance with the provisions of Article L. 228-91 of the Commercial Code, authorizes the issue of a maximum of 250,000 new ordinary shares of an approximate nominal value of 0.12196 euro each to which exercise of warrants (BSA) will give rise, that is, a capital increase of an approximate maximum nominal amount of 30,490 euros, without taking into account, as the case may be, any additional shares that may be issued to protect the interests of the warrants’ holders pursuant to the provisions of Article L. 228-99 of the Commercial Code;

Translated from French –

	12.		decides that the new shares remitted to the subscriber on exercise of the warrant will be subject to all the provisions of the bylaws of the Company and will carry distribution rights from the date of their creation;
	13.		acknowledges that, in accordance with Article L. 225-132 paragraph 6 of the Commercial Code, the decision of the General Shareholders’ Meeting automatically entails the waiver by the shareholders of their preferential rights in respect of the shares which may be issued upon exercise of the warrants (BSA), for the benefit of the holders of the above-mentioned 250,000 warrants (BSA);
	14.		decides that this authorization is granted for a term of eighteen (18) months starting from the date of this General Shareholders’ Meeting;
	15.		acknowledges that, such warrants (BSA) shall be issued within a maximum period of eighteen (18) months from the date of the General Meeting in accordance with Article L. 225-138 of the Commercial Code;
	16.		decides to grant the Board of Directors with all necessary powers to implement this decision under the terms and conditions set by the present resolution and by law, and in particular:
			-    to issue and fix the subscription price of the warrants (BSA) - -    to determine the beneficiaries amongst the category defined by this resolution, - -    to fix the issue price of the shares to be subscribed upon exercise of the warrants (BSA) in accordance with terms and conditions set by the present resolution, the dates, periods and conditions of subscription and final details of the issue within the limits laid down by this general meeting of shareholders and to allocate the issue premium, as the case may be, - -    to close the subscription period early or extend its date, if required, - -    to gather the subscriptions and payments in respect of the subscription for the aforementioned warrants (BSA), - -    to record the number of shares issued on exercise of the warrants (BSA) and carry out any formalities resulting from the corresponding increases in share capital and make the corresponding amendments to the bylaws, - -    to take any action required to ensure the protection of the warrant holder in the event of financial operations relating to the Company, in accordance with the legal and regulatory provisions in force, and generally, to take any action and carry out any formality which is useful in respect of this issue.

FOURTEENTH RESOLUTION

Authorization to be granted to the Board of Directors for increasing the share capital by issues of shares reserved for the members of a company saving plan established in application of Articles L.443-5 et seq. of the Labour Code.

The General Shareholders’ Meeting, voting under the quorum and majority requirements for extraordinary general meetings, after having heard a reading of the Board of Directors’ report and Statutory Auditor’s special report, acknowledging that the share capital of the Company is fully paid up,

in accordance with the provisions of Articles L. 225-129, L. 225-129-1, L. 225-129-6 and L. 225-138-1 of the Commercial Code and Article L. 443-5 et seq. of the Labor Code,

1.

authorizes the Board of Directors to carry out, on one or more occasions, on its own resolution, an increase of the share capital, through the issuance of shares

Translated from French –

			reserved, directly or through an Employee Profit Sharing FCP (Fonds commun de placement d’entreprise”), to members of a company sponsored saving plan, as provided for in Article L. 443-1 et seq. of the Labor Code, for employees of the Company or its affiliates, as defined under Article L. 225.180 of the Commercial Code, who shall meet additional criteria to be defined by the Board, if any (the “Group Employees”);
	2.		decides to cancel, in favor of those Group Employees, the preferential subscription rights of the shareholders set forth in Article L. 225-132 of the Commercial Code, to the shares to be issued under this resolution;
	3.		decides that this authorization is granted for a term of twenty-six (26) months starting from the date of this General Shareholders’ Meeting;
	4.		decides to set at 1% of the share capital, as of the date of this meeting, the issuance of shares that could result from the use of this authorization;
	5.		decides that the subscription price per share for the shares to be issued in accordance with this authorization shall be determined by the Board of Directors in accordance with Article L. 443-5 of the Labor Code;
	6.		decides to grant the Board of Directors with all powers necessary to implement this resolution in accordance with applicable laws and regulations, and subject to the limitations and conditions specified above;
	7.		acknowledges that, in the event the Board uses this authorization, it shall so inform the next ordinary general meeting of the shareholders of the operations in accordance with applicable laws and regulations.

FIFTEENTH RESOLUTION

Powers for formalities.

The General Shareholders’ Meeting grants a power of attorney to the bearer of an original, an except or a copy hereof, in order to effect all publication, filing and other formalities required by law.

– Translated from French –

Exhibit 99.3

FLAMEL TECHNOLOGIES
Société Anonyme with a share capital of Euros 2,933,195
Registered Office :
Parc Club du Moulin à Vent
33, avenue du Docteur Georges Lévy
69693 VENISSIEUX (France)

379 001 530 R.C.S. LYON

MANAGEMENT REPORT BY THE BOARD OF DIRECTORS
TO THE ORDINARY SHAREHOLDERS MEETING
HELD ON JUNE 3, 2008

To the Shareholders

Pursuant to French law and the Company’s Articles of Incorporation, the Board of Directors has called an Ordinary shareholders meeting to present to you the report concerning the Company’s situation and business during the financial year ending on 31 December 2007 (the “Financial Year”) and to submit the annual financial statements concerning the said Financial Year for your approval.

In addition, we propose to you that you renew the terms of the directors for the coming year.

At the said Ordinary shareholders meeting, you will hear a reading of the reports by the auditor.

The said reports, the annual financial statements as well as all documents relating thereto were made available to you at the registered office under the legal and regulatory conditions.

The annual financial statements presented to you have been established in accordance with the French accounting laws, principles and methods.

You will kindly note that the accounting methods used to prepare the said annual financial statements are the same as the ones used for the previous financial years.

     I. The Company’s activity

The financial year ending on 31/12/2007 represents a significant year for Flamel, especially with the launch of Coreg CR^TM , a product developed in partnership with Glaxo Smith Kline (GSK), on the US market at the end of the first quarter of 2007.

We mobilized our production team in Pessac in order to ensure the production of microparticules with a 24 hours, 7 days a week shift pattern in order to meet demand and with a greater than 98% success rate.

Unfortunately, Coreg CR^TM sales have been lower than expected and required management to adapt the shift pattern and staffing accordingly. Our revenues have therefore been lower than expected and required us to implement cost cutting measures to consolidate the financial position of Flamel. Nevertheless, we have not sacrificed

– Translated from French –

development of our most promising technologies and their marketing to the pharmaceutical industry.

In 2007, Flamel made major strides in the development of the two technologies, Micropump^® and Medusa^®.

Previously committed clinical studies on Interferon-alpha XL and long acting Insulin (FT 105) have equally brought promising and encouraging results.

Twelve new relationships have been signed during the year, two using our Micropump^® technology and ten using our Medusa^® technology.

     II. Results of the financial year activity

The following results have been prepared in accordance with French accounting standards, which have been applied consistently with prior year.

     1. Operating profit

Operating revenues for fiscal year 2007 amount to 30.8 million euros, compared with 20.6 million euros in 2006. The 2007 revenues include 15.7 million euros in product sales, 9.3 million euros of license and research revenue and 4.8 million euros in royalties.

Payroll, including social charges, representing 38% of total operating expenses, rose by 7.4% in 2007 to 19 million euros, compared with 17.7 million euros in 2006. This increase is mainly due to the increase in the number of employees, particularly in connection with production activity in Pessac for GSK and Coreg CR (341 employees as at August 31, 2007, compared with 302 employees on December 31, 2006). A reduction in personnel took place solely in the last quarter of 2007 (298 employees on December 31, 2007).

The Operating expenses have increased compared with 2006 following costs associated with production and the expenditures relating to R&D, especially the two Phase I clinical studies, financed internally, for Interferon Alpha XL and FT 105 long acting Insulin.

Financial net income, standing at 937,744 euros in 2007, results mainly from financial revenue generated by investing our available cash.

Net loss before taxes and extraordinary income in 2007 amounted to 18.2 million euros, compared with a loss of 22.5 million euros in 2006.

After accounting for an extraordinary loss of 928,876 euros and of a research tax credit amounting to 1.7 million euros, the net loss for the financial year was 17,494,103 euros. The net loss was 17,259,532 euros in the previous financial year.

     2. Balance sheet

     Assets

Total assets amount to 74.5 million euros, including 26.8 million euros in Property, Plant and Equipment and 47.1 million euros in current assets.

Accounts receivable at the end of the financial year stood at 4.7 million euros.

Short-term investments totalled 22 million euros at the end of 2007, including funds invested on the money market and fixed term deposits, to be compared with 47 million euros at the end of 2006. Cash available at the end of 2007 amounted to 5.8 million, compared with 0.6 million in 2006.

– Translated from French –

     Liabilities

Shareholders equity, including the current year losses, amounts to 56.5 million euros.

Remaining liabilities amount to 18 million euros, including 5.7 million euros in accounts payable, 2.1 million euros in repayable advances from the French government, and 3.8 million euros in social and tax liabilities.

     3. Capital Investments

Capital investments during the financial year amounted to 8.9 million euros, mainly due to development in Pessac of a third production unit for Coreg CR.

     4. Financing

The Company made no external financing transactions during the 2007 fiscal year.

No important events having a material effect on the annual financial statements for 2007 occurred between January 1, 2008 and the date of the present management report.

Nevertheless, we remind you that your Board of Directors recorded the capital increase following exercise of 61,000 options for an amount of 7,439.56 euros, increasing the share capital to 2,933,195 euros.

The financial statements are subject to shareholder approval at the Ordinary shareholders meeting. (first resolution)

     III. Progress Made – Difficulties Encountered

The company made considerable progress in 2007, and the most important points were as follows ( in addition to the launch of Coreg CR ^TM):

	•		Positive clinical results on Interferon Alpha XL and FT-105 Long Acting Insulin,
	•		The development of our two technologies Micopump® and Medusa®,
	•		The signature of twelve new relationships based on the development of our technologies.

In contrast, 2007 financial results have been disappointing due to the lower than expected sales of CoregCR.

The share price has declined significantly over 2007.

     IV. Allocation of Earnings

The financial statements as presented to you show a net loss for the financial year of 17,494,103 euros.

We propose to you to allocate this entire loss of 17,494,103 euros to the retained earnings account, which, following that allocation, will amount to 91,999,420 euros (second resolution).

     V. Purchases of its own shares made by the Company

None.

– Translated from French –

VI.

Dividends paid for the last three financial years and the corresponding Tax Credit

We inform you, pursuant to Article 243 bis of the General Taxation Code, that no dividends were distributed during the last three financial years.

     VII. Non deductible charges

During the financial year 2007 the company recorded 23,160 euros in excess depreciation that is not tax-deductible.
In the 2007 financial year the company also incurred 373,243 euros in Directors attendance fees that are not tax deductible.

VIII.

Important events occurring between the end of the financial year and the date of the present report

We inform you of the retirement of Mr Cor Boonstra from his position as director and have selected Dr Francis JT Fildes to fulfill the remainder of his term. This was enacted at the Board of Directors meeting held on February 29^th, 2008.

We would like to remind you that on March 3, 2008, the Company announced the departure of Mr Michel Finance from his position of Executive Vice President and Chief Financial Officer.

     IX. Goals for the Company — Prospects

The Management of the Company has set the following goals for 2008:

	-		Further developments with respect to signed agreements in 2007, especially Merck-Serono and Wyeth and those that may be concluded in 2008 based on the presentation of the results of preliminary research, while maintaining caution regarding operating expenses and capital expenditure.
	-		The continued development of our partnership with GlaxoSmithKline and especially the combination of CoregCR and Lisinopril which is expected to be filed for marketing approval in 2008. We continue to believe that CoregCR will be a key product for our success.
	-		Continued progress on our efforts to license Interferon-alpha XL and Long Acting Insulin with partners.
	-		To pursue innovative scientific research in connection with potential extensions of existing technological platforms.

Our expected revenues and present cash position should enable the company to finance its activity and its development in 2008.

     X. The Company’s research and development activities

Our two technologies Micropump^® and Medusa^® have been enhanced during 2007.

Micropump^®

Acceleration to the commercial stage for Coreg CR.
Ongoing marketing authorization of Asacard in China.

— Translated from French —

Signature (at the beginning of 2008) of a feasibility study agreement using our Trigger-Lock technology.

Medusa^®

Our clinical study on FT-105 Long acting insulin, has proven continuous and regular release of Insulin.
The clinical study on Ifn-alpha showed, after two weeks, statistically significant, greater reduction in viral load and a reduction in side effects compared with PegIntron^®.

     XI. Table of earnings for the last five financial years

Pursuant to Article R.225-102 of the French Code de Commerce, you will find attached the table summarizing the company’s earnings in each of the last five financial years.
(Cf. Appendix 1)

     XII. Employees

As of 31 December 2007, there were 298 employees.

     XIII. Capital

As of December 31, 2007, the company’s capital stood at 2,933,195 euros, consisting of 24,051,590 shares, as a result of the capital increase (Cf appendix 2). A total of 99.60% of share capital is listed on Nasdaq in the form of ADS (through the Bank of New York). Bank of New York is our depositary agent.

XIV.

Conventions mentioned in Articles L 225-38 et seq. of the Code of Commerce

Please note that the auditor has drawn up a special report, submitted to you, indicating that certain conventions mentioned in Articles L.225-38 et seq. of the Code of Commerce were renewed during the last financial year.

We ask you to approve and/or ratify, as the case may be, any convention mentioned in Articles L.225-38 et seq. of the Code of Commerce that have been renewed during the financial year, and which might appear in the auditor’s report (eleventh resolution).

     XV. Management of the Company and his board

1/ We would like to remind you that Mr Cor Boonstra, Director of the Company since June 22, 2005, has retired and has been replaced following approval by the Board of Directors on February 29, 2008, for the remainder of his term by Dr Francis JT Fildes.

Dr Fildes has a PhD from the Department of Industrial Chemistry at Liverpool University and is well known in the pharmaceutical and in biotechnology industries. His full résumé is available at the head office of the company. We would like to propose you to confirm his nomination and to renew the mandate of Dr Fildes for (1) year until the next Ordinary Shareholders Meeting to be held to approve the financial statements for the financial year ending on 31 December 2008 (seventh resolution).

The duration of the term as a company director of Messrs Elie Vannier, Frédéric Lemoine, Lodewijk J. R. de Vink, John L. Vogelstein and Stephen H. Willard expire at the end of the Ordinary shareholders meeting to which you are invited, so we propose to you to renew their terms for a duration of one (1) year, namely until the Ordinary shareholders meeting to be held to approve the financial statements for the financial year ending on 31 December 2008 (third to sixth and eight resolution).

– Translated from French –

2/ We would like to remind you that the mandate of Ernst & Young in their quality of statutory auditors expires at the end of the Ordinary Shareholders meeting to which you are called. The Company has been working with the current auditor for 12 years and believe it is appropriate from a governance perspective to consider the potential modification of our auditors.

As a consequence, the management and audit committee obtained proposals from different auditor firms.

After a review of those different proposals, we propose not to renew the current auditors, lead and deputy, but to nominate, for a period of six fiscal years ending at the end of the Ordinary Shareholders meeting which will be called to approve the financial statements for the year ending December 31, 2013, PricewaterhouseCoopers Audit as lead auditor and Mr. Etienne Boris as deputy auditor (Ninth resolution).

     XVI. Determination of the directors’ attendance fees

In view of the directors’ participation, the level of their responsibilities, we propose to you that the amount of three hundred and twenty five thousand euros (€325,000) be assigned to the Board of Directors as annual attendance fees, being a reduction of 18.75% compared with previous fiscal year and for which the distribution and breakdown thereof will be decided by the Board of Directors (tenth resolution).

We also propose that the directors be allowed to acquire a maximum of two hundred fifty thousand (250,000) autonomous stock warrants (BSA) (Thirteenth resolution).

XVII.

Total compensation and fringe benefits of all kinds paid to each of the authorized agents by the company and its subsidiaries during the past financial year

For the year 2007, Mr Elie Vannier, Chairman of the Board of Directors, received 85,000 euros in attendance fees and purchased 25,000 autonomous stock warrants (BSA).

For the year 2007, Mr Stephen H Willard, Managing Director, received total compensation of 602,491 euros, including 528,950 euros paid by Flamel Technologies Inc as his salary and 2006 bonus, 69,560 euros for reimbursement of costs associated with his secondment to France and 3,981 euros in fringe benefits.

XVIII.

Mandates and functions exercised in any company, during the past financial year, by each of the company’s authorized agents

1.		Mr Elie Vannier, Chairman of the Board of directors Mr Vannier is also a Director and Chairman of the Audit Committee for Ingénico, Director of Famar, Visilab, GrandVision, Conbipel and Compagnie Européenne de Téléphonie and was Chief Operational Officer of GrandVision SA until May 2007.
2.		Mr Stephen H. Willard, Chief Executive Officer Mr Willard is also Chief Executive Officer of Flamel Technologies Inc and a director of ETRADE Financial Corporation.
3.		Mr Frédéric Lemoine, director Mr Frédéric Lemoine is also Chairman of the Supervisory Board of Areva, director and Chairman of the audit committee of Groupama SA, censor to the Supervisory Board of Générale de Santé and Manager of Lemoine Conseil et Entreprises (LCE) SARL.
4.		Mr John L. Vogelstein, director

– Translated from French –

		Mr John L. Vogelstein is also a Senior Advisor and the former Vice Chairman of Warburg Pincus LLC, a director of Mattel Inc. and a director of Journal Register Co.
5.		Mr Lodewijk J. R. de Vink, director Mr Lodewijk J. R. de Vink is also director and member of the compensation and corporate governance committee of Alcon, director and member of the compensation committee of Roche, director and member of the European Board of Rothschild, director and member of Sotheby’s international advisory committee and Director of Stiefel.
6.		Mr Cor Boonstra, director Mr Boonstra is also a director of Hunter Douglas, Koop Holding and Breckenborg Holding.

XIX.

Acquisition of significant holdings in companies having their registered offices in France and acquisitions of control

Our company holds 100% of its Flamel Technologies Inc. subsidiary.

XX.

Employee shareholding, directly or by way of a company investment fund or savings plan

As of December 31, 2007, employees directly held 41,095 shares in the company, representing 0.17% of the capital.

We remind you that on December 11, 2007, your Board of Directors decided to grant 130,000 free shares to the company’s employees, on the basis of a delegation of power that you granted on October 24, 2005 and May 15, 2007. The conditions for allocating the said free shares provide:

	1)		Regarding French resident beneficiaries: The acquisition period, meaning the period at the end of which the shares shall be definitively allocated to the beneficiary, is two years starting from the allocation date, subject to the respect of an attendance condition at the end of this two years period. At the time of their definitive allocation, the shares may be transferred without limitation except with respect to transaction windows.
	2)		Regarding non French resident beneficiaries: The acquisition period, meaning the period at the end of which the shares shall be definitively allocated to the beneficiary, is four years starting from the allocation date, subject to the respect of an attendance condition at the end of a two years period after allocation date. At the time of their definitive allocation, the shares may be transferred without limitation except the respect of transaction windows.

We propose to you to grant us a new delegation of power for purposes of implementing a new plan for allocation of free shares. You will find details concerning the plan in the report issued in that connection (Twelfth resolution).

The Board invites you after reading the reports by the auditor, to discuss these matters and vote on the resolutions submitted to you.

On behalf of the Board of Directors

– Translated from French –

APPENDIX 1

FLAMEL TECHNOLOGIES – Exercice clos le 31/12/2007

(Uniquement pour les Sociétés Anonymes)

En euros

		12/2003				12/2004				12/2005				12/2006				12/2007
a) Capital share			2,608,783.07				2,652,688.41				2,891,118.68				2,925,755.11				2,933,194.62
b) Number of Ordinary shares			21,391,590				21,751,590				23,706,590				23,990,590				24,051,590
c) Number of preference shares
d) Number of shares to issue by :
- bond conversion
- exercise of stock-options and warrants			4,415,000				4,758,500				3,465,000				4,013,250				3,947,800
CAPITAL FOR THE YEAR ENDED
a) Revenues			37,680,303.02				27,197,059.79				17,454,801.51				18,688,260.16				31,260,019.88
b) Income before taxes			13,826,400.73				(6,845,679.55	)			(17,533,232.12	)			(17,441,621.37	)			(13,370,141.82	)
c) Income tax			(444,583.00	)			(3,444,473.62	)			(3,371,868.76	)			(1,687,151.21	)			(1,699,715.00	)
d) Employee’s profit-sharing
e) Income after taxes, depreciation			12,800,853.77				(6,365,947.95	)			(20,705,794.00	)			(17,259,531.76	)			(17,494,103.00	)
f) amount of distributions
OPERATIONS AND EARNINGS OF THE YEAR
a) Income after taxes and profit-sharing before depreciation and provision			0.67				(0.16	)			(0.60	)			(0.66	)			(0.49	)
b) Income after taxes,employee’s profit- sharing, depreciation and provision			0.60				(0.29	)			(0.87	)			(0.72	)			(0.73	)
c) Share dividends
EARNINGS PER SHARE
a) Average staff of the year			166				221				254				302				331
b) Amount of the payroll			6,449,859.79				8,202,298.68				10,168,449.22				11,368,518.68				13,100,279.60
c) Amount of social taxes			2,872,888.98				3,636,093.62				4,360,234.12				6,321,735.63				5,892,622.28
STAFF

– Translated from French –

APPENDIX 2

REPORT CONCERNING DELEGATIONS MADE TO THE BOARD

AUTHORIZATION GRANTED BY AN
EXTRAORDINARY SHAREHOLDERS MEETING
TO THE BOARD				IMPLEMENTATION BY THE BOARD
								Augmentation		Approbation
								du		du
Date		Nature		Date		Nature		capital		Conseil
10 mai 1996		Stock-options « plan 96 » 1.000.000 securities Capital increase of €121.959
20 novembre 2000		Stock-option « plan 2000 » 1.000.000 titres Augmentation du capital de €121.959		April 2007 May 2007		15.000 options exercised 5.000 options exercised		€1.829,40 €609,80		April 3, 2008 April 3, 2008
19 décembre 2001		Stock-options « plan 2001 » 750.000 securities Capital increase of €91.469		May 2007 June 2007 November 2007		20. 000 options exercised 11.000 options exercised 10.000 options exercised		€2.439,20 €1.341,56 €1.219,60		April 3, 2008 April 3, 2008 April 3, 2008
18 février 2003		Stock-options« plan 2003 » 1.000.000 securities Capital increase of €121.959
7 novembre 2003		Stock-options« plan 2004 » 1.000.000 securities Capital increase of €121.960
4 mars 2005		Issue of 40 000 warrants Capital increase of €4.878
4 mars 2005		Stock-options« plan 2005 » 1.500.000 securities Capital increase of €182.940
24 octobre 2005		Issue of 250.000 bons de souscription Capital increase of €30.490
24 octobre 2005		200.000 free shares Capital increase of €24.392
12 Juin 2006		Issue of 150.000 warrants Capital increase of €18.294
15 mai 2007		500. 000 stocks-options Capital increase of €60.980 200.000 free shares Capital increase of €24. 392 Issue of 150.000 warrants Capital increase of €18.294

- Translated from French -

Exhibit 99.4

FLAMEL TECHNOLOGIES
Société Anonyme with capital of 2,933,195 euros
Registered office:
Parc Club du Moulin à Vent
33, avenue du Docteur Georges Lévy
69693 VENISSIEUX (France)

LYON Trade and Companies Register No. 379 001 530

REPORT BY THE BOARD OF DIRECTORS TO THE COMBINED SHAREHOLDERS
MEETING HELD ON JUNE 3, 2008

Ladies and Gentlemen:

We have called you to meet in the form of a SHAREHOLDERS MEETING in order to submit the following questions to you for your approval as extraordinary matters:

	1.		a project for installation of a new plan for a free allocation of shares bearing on two hundred thousand (200,000) shares,
	2.		a project for issue of a total of two hundred and fifty thousand (250,000) securities offering access to the capital, taking the form of autonomous stock warrants (BSA) reserved for the company’s directors who are neither authorized agents nor employees of the company, but including the Chairman of the Board of Directors,
	3.		a project for a capital increase reserved for the employees.

Before informing you of the details about these operations, we would like to remind you that you will find all information relative to the important events of the year 2007 for Flamel and to the figures for the financial year ending on December 31, 2007 in your Board’s management report.

1. A project for installation of a new plan for a free allocation of shares to the benefit of the members of the salaried staff and/or of certain authorized agents (Article L.225-197-1 of the Code of Commerce) (twelveth resolution)

We propose that you should delegate the option to the Board of Directors, for a duration of 38 months, to proceed, within the framework of Article L.225-197-1 of the Code of Commerce, with a free allocation of new shares resulting from a capital increase by incorporation of reserves, premiums on shares or profits.

The beneficiaries of the said allocations could be:

	-		The members of the salaried staff or certain categories among them, both of the Company and of the companies connected with it directly or indirectly, under the conditions Article L 225-197-2 of the Code of Commerce;
	-		The authorized agents meeting the conditions set forth in Article L 225-197-1 of the Code of Commerce.

- Translated from French -

We propose that you authorize the Board of Directors to allocate, without charge, two hundred thousand (200,000) shares at the most.

The allocation of the shares to the French resident beneficiaries will be definitive only at the end of an acquisition period having a minimum duration of two (2) years starting with the Board’s decision to allocate the shares. However, the shares will be definitively allocated before the end of the said period in case of disability of the beneficiary corresponding to classification in the second or the third of the categories provided for in Article L341-4 of the Social Security Code.

Furthermore, the French resident beneficiaries shall have to keep the shares allocated for a minimum duration of two years starting with the time of their definitive allocation. As an exception, the shares allocated shall be freely transferable in case of a request for award filed by the heirs of a deceased beneficiary or in case of disability of the beneficiary corresponding to their classification in the above-mentioned categories of the Social Security Code.

As a departure from the foregoing, the beneficiaries who are not French residents on the date of allocation for whom the generating fact of taxation coincides with the end of the period of acquisition shall definitively receive the shares at the end of a minimum acquisition period of (4) four years, except in case of disability, as mentioned above. Those same beneficiaries shall not then be required to observe any period for keeping the shares.

The Board of Directors shall have the option of increasing the duration of the said minimum acquisition and preservation periods.

Within the limits set above, the Board shall hold full powers for determine the conditions and, if the case arises, the criteria for allocation of the shares, determine the identity of the beneficiaries of the free allocations from among the persons complying with the conditions set above, as well as the number of shares due to each of them, determine the effects on the beneficiaries’ rights of the operations modifying the capital or which might influence the value of the shares to be allocated and carried out during the periods of acquisition and of preservation, if the case arises, record the existence of sufficient reserves and carry out, at the time of each allocation, the transfer to an account of frozen reserves of the amounts required for paying up the new shares to be awarded, decide on the capital increase or increases by incorporation of reserves, premiums on shares or profits, related to the issue of the new shares allocated without charge, carry out the required acquisitions of shares by means of sale offers made to all shareholders in proportion to the number of ordinary shares held by each of them, take all useful steps to guarantee respect for the preservation obligation incumbent on the beneficiaries, and generally do, within the framework of the rules and regulations in effect, everything made necessary by implementation of the present authorization.

The present authorization shall entail, by right, a waiver by the shareholders of their preferential application right to the new shares issued by incorporation of reserves, premiums on shares and profits.

2. Project for issue of a total of two hundred and fifty thousand (250,000) autonomous stock warrants (BSA) reserved for the category of persons consisting of the company’s directors who are neither authorized agents nor employees of the company, but including the Chairman of the Board of Directors (thirteenth resolution)

During the present meeting, we will put a proposal to you for renewing the mandates of Messrs. Elie Vannier (Chairman of the Board of Directors), Lodewijk J. R. De Vink, Frank JT Fildes, Frédéric Lemoine, John L. Vogelstein and Stephen H. Willard (Chief Executive Officer).

- Translated from French -

The Company believes compensation in the form of shares is the most effective way of having the interests of the directors and of the employees converge, and of keeping key staff.

Hence, and in the light of their important contribution to Company management, we propose to you to authorize issue of a maximum of two hundred and fifty thousand (250,000) stock warrants (BSA) in the same form as the ones used previously to compensate the members of the Board of Directors of the company.

In order to give the Board the greatest possible flexibility, we propose that you authorize the Board to use the said authorization for a period of eighteen (18) months, and to delegate the powers to the Board for determining the beneficiaries of the stock warrants (BSA) and the subscription price of the said stock warrants (BSA) in the light of their fair value.

This decision to issue stock warrants (BSA) presupposes, if you decide to adopt it, elimination of the shareholders’ preferential application rights to the stock warrants (BSA), in order to reserve subscription thereto for their beneficiaries.

We inform you that with respect to the said two hundred and fifty thousand (250,000) stock warrants (BSA), you will have to suppress the shareholders’ preferential application right appearing in Article L. 225-132 of the Code of Commerce, and reserve applications for a category of persons consisting of the Company’s directors who are neither authorized agents nor Company employees, but including the Chairman of the Board of Directors.

We propose to you that you authorize the Board of Directors to issue a maximum of two hundred and fifty thousand (250,000) stock warrants (BSA) for a subscription price having to be paid up in full at the time of subscription by cash payments, and set by the Board of Directors on the basis of a valuation made by an independent expert. The said valuation shall have to correspond to the fair value of the stock warrants (BSA), and in particular shall include the subscription price of the shares as determined by the Board of Directors in accordance with the provisions in the following paragraph.

We propose to you to decide that a stock warrant (BSA) shall give its holder, subject to the terms and conditions defined below and by the decision of the Board of Directors relative to the issue of the stock warrants (BSA), the right to subscribe to one (1) Company share, at a subscription price to be determined by the Board of Directors with reference to the trading price of the share, in the form of ADS, on the NASDAQ, at the close of that market on the day preceding the decision by the Board of Directors relative to the issue of the stock warrants, but only as long as the said price is no less than 80% of the average trading prices of the share on the NASDAQ, in the form of ADS, during the last twenty trading sessions prior to the said decision; in that case, the price of the share shall have to be equal to 80% of the average trading prices of the share on the NASDAQ, in the form of ADS, during the last twenty sessions preceding the decision by the Board of Directors relative to issue of the stock warrants.

We propose that you decide that each stock warrant (BSA) may be exercised by its holder subject to the terms and conditions defined below and decided on by a decision made by the Board on the occasion of the issue of the stock warrants (BSA), and at the latest within four (4) years following their issue, and only as long as the said holder is a member of the Board of Directors on the day of the said exercise.

We propose that you decide that starting with the time of issue of the stock warrants (BSA), the Company shall be entitled to do the following:

- Translated from French -

	-		modify its form,
	-		modify its business purpose,

	-		modify the rules regarding the distribution of its profits, redeem its capital, subject to taking the steps required for maintaining the rights of the holders of the stock warrants (BSA) under the conditions laid down in Article L. 228-99 of the Code commerce,
	-		create preferred shares, subject to taking the steps required for maintaining the rights of the holders of the stock warrants (BSA) under the conditions laid down in Article L. 228-99 of the Code of Commerce.

We propose that you decide that if the Company decides to issue securities including a preferential application right for the shareholders, to increase its capital by incorporation of reserves, profits or premiums on shares, or to distributes reserves in cash or in portfolio securities, or decides to modify the distribution of its profits by issuing preferred shares, the Company shall take the required steps for maintaining the rights of the holders of stock warrants (BSA) under the conditions defined in Article L. 228-99 of the Code of Commerce.

We propose that you decide that in case of a reduction of its capital, whether or not that is due to losses, and carried out by reducing the par value or the number of securities constituting the capital, the rights of the holders of the stock warrants (BSA) shall be reduced as a result, as if they had exercised them before the date on which the capital reduction has become final.

We propose that you take note, pursuant to the provisions of Article L. 228-103 et seq. of the Code of Commerce, that the holders of the stock warrants (BSA) are grouped by right, for defence of their common interests, into a whole enjoying legal personality. The general meetings of the holders of the stock warrants (BSA) are called to authorize any modification of the issue contract and to rule on any decision affecting the conditions regarding subscription to or allocation of capital securities determined at the time of the issue. Each stock warrants (BSA) creates a right to one vote. The quorum and majority conditions are the ones established in the second and third paragraphs of Article L. 225-96 of the Code of Commerce. The meeting expenses as well as, in a general way, all expenses relating to the functioning of the whole are for the Company’s account.

We propose that you decide on issue of a maximum number of Company shares with a par value of 0.12196 euros each, to which exercise of the stock warrants (BSA) issued will create a right, namely a capital increase in a maximum nominal amount of 30,490 euros, to which one must add, if the case arises, a number of additional shares to be issued to safeguard the rights of the holders of the stock warrants (BSA) under the conditions defined in Article L. 228-99 of the Code of Commerce.

We propose that you decide that the new shares delivered to the subscriber at the time of exercise of its stock warrants (BSA) shall be subject to all of the provisions of the Articles of incorporation, and shall bear dividend rights as of the time of their issue.

We propose that you set the duration of validity of the present authorization at eighteen (18) months, starting with the date of the present meeting.

We propose that you take note, pursuant to the provisions of Article L. 225-138 of the Code of Commerce, of the fact that the issue of the stock warrants (BSA) shall have to be carried out within a period of eighteen (18) months, starting with the date of the present meeting.

Finally, we propose that you decide to grant full powers to the Board of Directors to implement the present authorization, pursuant to the provisions and within the

- Translated from French -

limits to be laid down in your resolution, and in particular for the following purposes:

	-		issue the stock warrants (BSA) and determine their subscription price,
	-		close out the list of the beneficiaries within the defined category of persons,
	-		determine the subscription price of the shares to be issued upon exercise of the stock warrants (BSA), subject to the terms and conditions laid down in your resolution, the opening and closing dates of the subscriptions, and the definitive conditions of the said issue, and enter the premium on shares, if any,
	-		order early closing of the subscription or extend it, depending on the case,
	-		gather the subscriptions to the stock warrants (BSA) and the payments relating thereto,
	-		record the number of shares issued due to exercise of the stock warrants (BSA), carry out the formalities resulting from the corresponding capital increases and make the related modifications of the Articles of incorporation,
	-		take any steps to ensure protection of the holders of stock warrants (BSA) in case of a financial operation concerning the Company, this pursuant to the legal and regulatory provisions in effect, and in a general way, take all steps and carry out all formalities that are useful in connection with the present issue.

3. Proposal to authorize the Board to increase the share capital by issue of shares reserved for the employees (fourteenth resolution)

Pursuant to the provisions of Article L. 225-129-6 of the Code of Commerce and of Article L. 443-5 of the Labour Code, we remind you that the shareholders must make a decision on a draft resolution aimed at carrying out a capital increase under the conditions laid down in Article L. 443-5 of the Labour Code (reserved, directly or through the intermediary of a company investment fund, for the members of a company savings plan, even in the absence of such a plan within the Company), on the occasion of each capital increase by cash conveyance that is proposed to them.

As a result of the operations regarding a capital increase listed above, we therefore invite you to make a decision on the proposed capital increase reserved for the Company’s employees (fourteenth resolution).

Such a resolution implies the suppression of the preferential application right granted to the shareholders, to the holders of stock warrants and to any other holder of securities offering access to the Company’s capital, pursuant to the applicable legal and regulatory provisions.

In order to comply with this legal requirement, we are submitting for your approval a draft resolution authorizing the Board of Directors and delegating to it, for a period of twenty-six months, the powers required for increase in the share capital, in a nominal amount equal at most to 1% of the share capital on the date of the present meeting, to set the issue price under the conditions laid down in the provisions of Article L. 443-5 of the Labour Code, subject to supervision by the Auditor, and to determine the number of shares allocated to each beneficiary pursuant to the provisions of Article L. 225-138 of the Code of Commerce.

We draw your attention to the fact that the Company does not have a company savings plan.

- Translated from French -

Furthermore, the Board of Directors considers that the present authorization is unnecessary in view of the Company’s situation. Hence we invite you to vote against this resolution.

4.Powers for formalities (fifteenth resolution)

The fifteenth resolution is a usual one granting the required powers for carrying out the notice and other formalities to be required in the light of the nature of the present combined SHAREHOLDERS MEETING of an ordinary and extraordinary nature.

* *

In the light of the draft resolutions subject to the jurisdiction of the Ordinary Shareholders’ Meeting (first to the eleventh resolution), which you will find described in the management report submitted by your Board of Directors, we advise the shareholders to vote in favour of these resolutions.

Furthermore, and in the light of the draft resolutions subject to the jurisdiction of the Extraordinary shareholders meeting (twelveth to fifteenth resolution), we advise the shareholders to vote in favour of the twelveth, thirteenth and fifteenth resolution, and to vote against the fourteenth resolution.

The Board of Directors

+IMPORTANT : avant d’exercer votre choix, veuillez prendre connaissance des instructions situées au verso / Before selecting, please see instructions on reverse side

	QUELLE QUE SOIT L’OPTION CHOISIE, DATER ET SIGNER AU BAS DU FORMULAIRE / WHICHEVER OPTION IS USED, DATE AND SIGN AT THE BOTTOM OF THE FORM
	A  Je désire assister à cette assemblée et demande une carte d’admission : dater et signer au bas du formulaire / I wish to attend the shareholders’ meeting and request an admission card : date and sign at the bottom of the form.
	B  J’utilise le formulaire de vote par correspondance ou par procuration ci-dessous, selon l’une des 3 possibilités offertes / I prefer to use the postal voting form or the proxy form as specified below.
	FLAMEL TECHNOLOGIES Société Anonyme au capital de 2.933.195  € Siège social : Parc Club du Moulin à Vent 33, avenue du Docteur Georges Lévy 69693 VENISSIEUX – France 379 001 530 R.C.S. LYON			ASSEMBLEE GENERALE MIXTE ORDINAIRE ET EXTRAORDINAIRE du 3 juin 2008 (à 10 heures au siège social) sur 1ère convocation ou du 10 juin 2008 sur deuxième convocation COMBINED ORDINARY AND EXTRAORDINARY GENERAL MEETING of June 3, 2008 (at10.00 am. at the registered office)(1st calling) or June 10, 2008 (2nd calling)			CADRE RESERVE / For Company’s use only Identifiant / Account       Nombre d’actions       Number of shares       Nombre de voix / Number of voting rights :
	 JE VOTE PAR CORRESPONDANCE / I VOTE BY POST     Cf. au verso renvoi (3) — See reverse (3)						 JE DONNE POUVOIR AU PRESIDENT DE L’ASSEMBLEE GENERALE			 JE DONNE POUVOIR A : (soit le conjoint, soit un autre actionnaire – cf. renvoi (2) au verso – pour me représenter à l’assemblée / I HEREBY APPOINT (you may give your PROXY either to your spouse or to another shareholder – see reverse (2) — to represent me at the above-mentioned meeting. M., Mme ou Mlle / Mr., Mrs. or Miss :   Adresse/Address :_____________________
							Date et signer au bas du formulaire sans rien remplir I HEREBY GIVE MY PROXY TO THE CHAIRMAN OF THE MEETING Date and sign the bottom of the form without completing it Cf. au verso renvoi (2) – See reverse (2)
	Je vote OUI à tous les projets de résolutions présentés ou agréés par le Conseil d’administration, à l’EXCEPTION de ceux que je signale en noircissant comme ceci n la case correspondante et pour lesquels je vote NON ou je m’abstiens. I vote FOR all the draft resolutions presented or approved by the Board of Directors EXCEPT those indicated by a shaded box – like this n for which I vote against or abstain.			Sur les projets de résolutions non approuvés ou non agréés par le Conseil d’administration, je vote en noircissant comme ceci n la case correspondante à mon choix. On the draft resolutions not approved by the Board of Directors, I cast my vote by shading the box of my choice – like thisn.
	1                    2                     3                     4                     5                     6                                                                                                         7                    8                     9                     10                     11                                                                                        12                13                   15                                          			Oui/               Non/No Yes               Abst/Abs 14                                   			Nom, Prénom, Adresse de l’actionnaire (si ces informations figurent déjà, les vérifier et les rectifier éventuellement) / Surname, first name, address of the shareholder (if this information is already supplied, please verify and correct if necessary) Cf. au verso renvoi (1) – See reverse (1)
	Si des amendements ou des résolutions nouvelles étaient présentés en assemblée / If amendments or new resolutions are presented during the meeting : — Je donne pouvoir au Président de l’A.G. de voter en mon nom / I appoint the Chairman of the meeting to vote on my behalf ........................................................................................................................................ — Je m’abstiens (l’abstention équivaut à un vote contre) / I abstain from voting (is equivalent to a vote against ........................................................................................................................................ — Je donne procuration (cf. au verso renvoi (2)) à M., Mme ou Melle _________________________________ pour voter en mon nom / I appoint (see reverse (2)) Mr., Mrs. or Miss / to vote on my behalf. ..................................................................						Date et signature :
	Pour être prise en considération, toute formule doit parvenir au plus tard: in order to be considereed, this completed form must be returned at the latest:			Sur 1ère convocation / on 1st notification AGO- AGE / ordinary meeting / extraordinary meeting			Sur 2ème convocation / on 2nd notification AGO- AGE /ordinary meeting / extraordinary meeting
	A la SOCIETE / to the Company			31 mai 2008 / May 31, 2008			7 juin 2008 /June 7, 2008

     

UTILISATION DU DOCUMENT

A.		L’actionnaire désire assister personnellement à l’assemblée. Dans ce cas, il doit, au recto du document, cocher la case A puis dater et signer au bas du formulaire.
B.		A défaut, l’actionnaire peut utiliser le formulaire de vote (*). Dans ce cas, il doit, au recto du document, cocher la case B et choisir l’une des trois possibilités :
		— Voter par correspondance (cocher la case appropriée, puis dater et signer au bas du formulaire)
		— Donner pouvoir au Président de l’Assemblée Générale (dater et signer au bas du formulaire sans remplir)
		— Donner pouvoir à une personne dénommée (cocher et compléter la case appropriée, puis dater et signer au bas du formulaire)

QUELLE QUE SOIT L’OPTION CHOISIE la signature de l’actionnaire est indispensable

	(1) Le signataire est prié d’inscrire très exactement, dans la zone réservée à cet effet, ses nom (en majuscules d’imprimerie), prénom usuel et adresse ; si ces indications figurent déjà sur le formulaire, il est demandé au signataire de les vérifier et, éventuellement, de les rectifier. Pour les personnes morales, indiquer les nom, prénom et qualité du signataire. Si le signataire n’est pas lui-même un actionnaire (exemple : Administrateur légal, Tuteur, etc.) il doit mentionner ses nom, prénom et la qualité en laquelle il signe le formulaire de vote. Le formulaire adressé pour une Assemblée vaut pour les autres Assemblées successives convoquées avec le même ordre du jour (Art. R 225.77 §3 du Code de Commerce ).
	VOTE PAR CORRESPONDANCE (3) Art. L 225-107 du Code de Commerce (extrait) : « Tout actionnaire peut voter par correspondance, au moyen d’un formulaire dont les mentions sont fixées par décret. Les dispositions contraires des statuts sont réputées non écrites. Pour le calcul du quorum, il n’est tenu compte que des formulaires qui ont été reçus par la Société avant la réunion de l’Assemblée, dans les conditions de délais fixés par décret. Les formulaires ne donnant aucun sens de vote ou exprimant une abstention sont considérés comme des votes négatifs. » Si vous désirez voter par correspondance, vous devez obligatoirement cocher la case JE VOTE PAR CORRESPONDANCE au recto. Dans ce cas, il vous est demandé : Pour les projets de résolutions proposées ou agréés par le Conseil d’Administration ou le Directoire ou la Gérance : - - soit de voter « oui » pour l’ensemble des résolutions en ne noircissant aucune case, - - soit de voter « non » ou de vous « abstenir » (ce qui équivaut à voter « non ») sur certaines ou sur toutes les résolutions en noircissant individuellement les cases correspondantes. Pour les projets de résolutions non agréés par le Conseil d’Administration ou le Directoire ou la Gérance : - - de voter résolution par résolution en noircissant la case correspondant à votre choix, En outre, pour le cas où des amendements aux résolutions présentées ou des résolutions nouvelles seraient déposées lors de l’assemblée, il vous est demandé d’opter entre 3 solutions (pouvoir au Président de l’Assemblée Générale, abstention ou pouvoir à personne dénommée), en noircissant la case correspondante à votre choix.			POUVOIR AU PRESIDENT DE L’ASSEMBLEE GENERALE OU POUVOIR A UNE PERSONNE DENOMMEE (2) Art. L 225-106 du Code de Commerce (extrait) : « Un actionnaire peut se faire représenter par un autre actionnaire ou par son conjoint. » Tout actionnaire peut recevoir les pouvoirs émis par d’autres actionnaires en vue d’être représenté à une Assemblée, sans autres limites que celles résultant des dispositions légales ou statutaires fixant le nombre maximal des voix dont peut disposer une même personne tant en son nom personnel que comme mandataire. Avant chaque réunion de l’Assemblée Générale des actionnaires, le Président du Conseil d’Administration ou le Directoire, selon le cas, peut organiser la consultation des actionnaires mentionnés à l’article L. 225-102 afin de leur permettre de désigner un ou plusieurs mandataires pour les représenter à l’Assemblée Générale conformément aux dispositions du présent article. Cette consultation est obligatoire lorsque, les statuts ayant été modifiés en application de l’article L. 225-23 ou de l’article L. 225-71, l’Assemblée Générale ordinaire doit nommer au Conseil d’Administration ou au Conseil de surveillance, selon le cas, un ou des salariés actionnaires ou membres des Conseils de surveillance des fonds communs de placement d’entreprise détenant des actions de la société. Les clauses contraires aux dispositions des alinéas précédents sont réputées non écrites. Pour toute procuration d’un actionnaire sans indication de mandataire, le Président de l’Assemblée Générale émet un vote favorable à l’adoption de projets de résolutions présentés ou agréés par le Conseil d’Administration ou le Directoire, selon le cas, et un vote défavorable à l’adoption de tous les autres projets de résolution. Pour émettre tout autre vote, l’actionnaire doit faire choix d’un mandataire qui accepte de voter dans le sens indiqué par le mandant.

(*) Le texte des résolutions figure dans le dossier de convocation joint au présent formulaire (art R 225-81 du Code de Commerce) : ne pas utiliser à la fois « JE VOTE PAR CORRESPONDANCE » et « JE DONNE POUVOIR A » (art R 225-81 8° CC). La langue française fait foi.

INSTRUCTIONS FOR COMPLETION

A.		If the shareholder wishes to attend the meeting personally, tick box A on the front of the document. Please also date and sign at the bottom of the form.
B.		Otherwise, the shareholder may use this form as a postal vote (*).
		In this case, check box B on the front of the form and choose one of the three possibilities:
		—use the postal voting form (tick the appropriate box, date and sign below)
		—give your proxy to the Chairman of the meeting (date and just sign at the bottom without filling in)
		—give your proxy to another shareholder (tick and fill in the appropriate box, date and sign below)

WHICHEVER OPTION IS USED the shareholder’s signature is necessary

	(1) The shareholder should write his exact name and address in capital letters in the space provided: if this information is already supplied, please verify and correct if necessary. If the shareholder is a legal entity, the signatory should indicate his/her full name and the capacity in which he is entitled to sign on the legal entity’s behalf. If the signatory is not the shareholder (e.g. a legal guardian, etc.), please specify your full name and the capacity in which you are signing the proxy.
	The forms sent for one meeting will be valid for all meetings subsequently convened with the same agenda (art. R 225-77§3 Code de Commerce ).
	POSTAL VOTING FORM (3) Art L. 225-107 of Code de Commerce (extract): “A shareholder can vote by post using a postal voting form determined by law. Any other methods are deemed to be invalid”. Only the forms received by the Company before the meeting, within the time limit and conditions determined by law, are valid to calculate the quorum. The forms giving non voting directions or indicating abstention are deemed to vote against. If you wish to use the postal voting form, you must tick the box on the front of the document “I VOTE BY POST”. In such event, please comply with the following instructions: For the resolutions proposed or agreed by the Board, you can: - - either vote “for” all the resolutions by leaving the boxes blank - - or vote “against” or “abstention” (which is equivalent to voting against) by shading boxes of your choice, For the resolutions not agreed by the Board, you can: - - vote resolution by resolution by shading the appropriate boxes, In the case of amendments or new resolutions during the shareholders’ meeting, you are requested to choose between three possibilities (proxy to the chairman of the meeting, abstention or proxy to another shareholder by shading the appropriate box.			PROXY TO THE CHAIRMAN OF THE MEETING OR PROXY TO ANOTHER SHAREHOLDER (2) Art L. 225-106 of Code de Commerce (extract): "A shareholder can have himself/herself represented by another shareholder or by his/her spouse.” Any shareholder can receive proxies issued by the other shareholders to have themselves represented at a meeting, without any other limitations other than those laid down by the law or by the articles of association fixing the maximum number of votes to which a person is entitled both in his/her own name or a proxy. Before each shareholders’ meeting, the Chairman of the Board of Directors or the Executive Board may consult the shareholders listed in article L. 225-102 in order to allow them to designate one or several proxies to represent them at the shareholders’ meeting in accordance with this article. Such consultation is obligatory when the articles of association, having been modified pursuant to articles L. 225-23 or L. 225-71, require the shareholders’ ordinary meeting to appoint to the Board of Directors or the Executive Board, one or more shareholder employees or members of the Executive Board of a pension fund holding shares in the company. The clauses in contradiction with the provisions of the foregoing paragraphs are deemed to be invalid. When proxies do not indicate the name of the appointed proxy, the chairman of the meeting will vote the proxy in favor of the adoption of the draft resolutions presented or approved by the Board of Directors or the Executive Board, and will vote the proxy against the adoption of all the other draft resolutions. To give any other vote, the shareholder must choose a proxy who accepts to vote as he/she indicates.

(*) The text of the resolutions are in the notification of the meeting which is sent with this proxy (art R225-81 Code de Commerce) : please do not use both « I VOTE BY POST » and « I HEREBY APPOINT » (art R 225-81 8° CC). The French version of this document governs. The English translation is for convenience only.

Exhibit 99.6

Exhibit 99.7

FLAMEL TECHNOLOGIES
Société Anonyme with a share capital of Euros 2,933,195
Registered Office :
Parc Club du Moulin à Vent
33, avenue du Docteur Georges Lévy
69693 VENISSIEUX (France)

379 001 530 R.C.S. LYON

DOCUMENT AND INFORMATION REQUEST FORM
Article R.225-81 of the French Code de Commerce

I, the undersigned:

                                         (first and last names and address) owner of                     (number of shares owned) registered shares of Flamel Technologies, a Société Anonyme with a share capital of Euros 2,933,195 having its registered office at Parc Club du Moulin à Vent, 33, avenue du Docteur Georges Lévy, 69693 VENISSIEUX (France), identified under number 379 001 530 R.C.S. LYON (the “Company”),

Hereby request that the documents referred to Art R.225-83 of the French Code de Commerce and relating to the combined ordinary and extraordinary meeting of the shareholders of the Company to be held at the registered office on June 3, 2008 at 10:00 a.m. (French time), be addressed to me at (address)                                                              .

In my capacity of owner of registered shares, I hereby also request in accordance with Article R.225-88 of the French Code de Commerce that a proxy form together with the documents and information set forth at Articles R.225-81 and R.225-83 of the French Code de Commerce be addressed to me on the occasion of each subsequent shareholders’ meeting.*

I hereby declare that these shares are registered in an account held by CACEIS or Crédit Lyonnais**.

Done in                     , on                     

Signature of the shareholder

*     To be deleted if not requested
**   To be deleted if unuseful