Exhibit 99.1

FLAMEL TECHNOLOGIES
Société Anonyme with a share capital of Euros 2,608,782.48
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 AN ORDINARY AND EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS
ON JUNE 22, 2004

Sent by Mail

Ladies and Gentlemen,

You are cordially invited to attend the General Meeting (the “Meeting”) of the shareholders of FLAMEL TECHNOLOGIES (the “Company”) which will be held on June 22nd, 2004 at 9:00 a.m. at the registered office of the Company, with the following agenda :

     Ordinary Agenda :

1.	Reading of the Management Report of the Board of Directors and of the Statutory Auditor’s general report relating to the financial year ended on December 31, 2003;
2.	Approval of the financial statements for the financial year ended on December 31, 2003; release of the directors;
3.	Allocation of the result for the financial year ended on December 31, 2003;
4.	Renewal of the directors’ offices;
5.	In accordance with Article 223 quater of the General Tax Code, approval of the expenses referred to in Article 39-4 of the General Tax Code;
6.	Reading of the Statutory Auditor’s special report and approval and/or ratification of the agreements referred to in Articles L. 225-38 et seq. of the Commercial Code;

     Extraordinary Agenda:

7. Issuance of 80,000 warrants (BSAs), at a subscription price of 0.01 euro each, reserved to Messrs. Cesan, Dearstyne, Greco and Treilles; reading of the report of the Board of Directors and the special report of the Statutory Auditor; cancellation, as a consequence, of the preemptive rights of the shareholders, the warrant holders and any holder of any combined security, to the subscription of these warrants (BSAs); authorizing the Board of Directors to proceed with the capital increase subsequent to the exercise of these warrants (BSAs);

      Ordinary and Extraordinary Agenda:

8.	Miscellaneous matters;
9.	Powers and proxies.

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.

THE BOARD OF DIRECTORS              

IMPORTANT :

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 22nd 2004, SHAREHOLDERS WILL BE INVITED TO VOTE ON A MEETING WHICH WILL BE HELD ON JUNE 30TH, 2004, ON THE SAME AGENDA, AS DESCRIBED IN THIS NOTICE .

Quorum required under French law

The required quorum for ordinary resolutions is one fourth (25%) 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 third (33%) 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 fourth (25%) of the total outstanding shares with voting rights.

Enclosed documents:

• Draft resolutions to be submitted to the ordinary and extraordinary shareholders’ meeting;

• Management report of the Board of Directors for the financial year ended on December 31, 2003, including a summary statement of the Company’s situation during the last financial year, accompanied with the report of the Chairman regarding the organization and preparation of the Board of Directors’ work and the internal control procedures;

• Report of the Board of Directors on the proposed issuance of warrants and subsequent capital increase;

• Special Report of the Chairman on Stock Options;

• Table of the Company’s results for the last five financial years;

• Form of proxy and vote by mail;

• Document and information request form.