SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3-09

							April 18, 2005

Steven C. Quay, M.D., Ph.D.
Chairman, Chief Executive Officer and President
Nastech Pharmaceutical Company Inc.
3450 Monte Villa Parkway
Bothell, Washington 98021

Re:	Nastech Pharmaceutical Company Inc.
	Preliminary Proxy Statement on Schedule 14A
	Filed on April 11, 2005
	File No. 0-13789

Dear Dr. Quay:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

SCHEDULE 14A

Annual Meeting and Proxy Solicitation Information, page 1

1. If approval of any proposal is already assured, please so state
and identify the proposal.

Proposal No. 1

Nominees, page 3

2. Please disclose Mr. Beese`s business experience and employment
during the past five years, including the approximate dates when
he
held each position.

Proposal 4

General, page 17

3. We note the third and fifth sentences of this section, which
read
as follows: "The proposed amendments are primarily `housekeeping`
matters and are not intended to modify the rights of existing
stockholders in any material respect. . . .  The proposed
amendment
is not intended to modify the rights of existing stockholders in
any
material respect."  Please delete these sentences, as the changes
to
Articles Sixth and Seventh, as well as the new Article Eighth
since
the corresponding bylaw was not previously enforceable, appear to
be
substantive changes.

Purpose and Effect of the Amendments in the Proposed Restated
Certificate, page 17

4. It appears that the current Article Fourth of your Certificate
of
Incorporation is the version included in exhibits 3.5 and 3.9 of
your
Form S-3 filed on September 30, 2004, the file number of which is
333-119429.  Article Fourth of the proposed Restated Certificate
of
Incorporation included as Annex B of your proxy statement differs
substantially from exhibits 3.5 and 3.9, yet your proxy statement
does not appear to discuss any of these differences other than the
changes to section (c) of exhibit 3.5, which are explained by
Proposal 3 in your proxy statement.  Please add to the table on
pages
18-19 of your proxy statement a discussion of the other changes to
Article Fourth.  Also, state the reasons for and the general
effect
of these changes, as required by Item 19 of Schedule 14A.

5. It appears that the current Article Sixth of your Certificate
of
Incorporation is the version included in exhibit 3.1 of your Form
S-3
filed on September 30, 2004.  In addition to the changes to the
current Article Sixth that the proxy statement discusses, it
appears
you are also deleting the following words from Article Sixth: "to
fix
the amount to be reserved as working capital, and to authorize and
cause to be executed, mortgages and liens without limit as to the
amount, upon the property and franchise of this Corporation."
Please
identify and discuss this deletion in the proxy statement.  State
the
reasons for and the general effect of these changes.

6. In describing the changes to the current Article Sixth, you
state
you propose to delete the provisions defining shareholders` rights
to
inspect company records and the requisite vote for disposing of
company assets because Delaware law adequately addresses these
matters.  Please describe Delaware law on these points, and
explain
whether and how the current certificate differs from Delaware law.
Also, explain the company`s reasons for deciding to use the
statutory
standard rather than a standard defined in the certificate.

7. Please disclose the company`s reasons for proposing to enhance
officers` and directors` rights to indemnification and
advancement,
as the new Article Sixth would do.  Explain why the company
desires
to provide these individuals "the broadest available
indemnification
coverage."

8. Please disclose the reasons for and the general effect of not
requiring a written ballot for the election of directors.

Proxy Card

9. We note that your proxy card grants discretionary authority to
vote on other matters as may properly come before the meeting.
Please make this discretionary authority a separate proposal that
shareholders can vote on.  Also, please note that such
discretionary
authority cannot be used to adjourn the meeting for the purpose of
soliciting additional votes.  If you anticipate that you may
adjourn
the meeting to solicit additional votes, revise to include a
separate
vote on this matter.

*	*	*

	As appropriate, please amend your proxy statement in response
to
these comments.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please contact Greg Belliston at (202) 824-5219 or me at
(202)
942-1840 with any questions.

							Sincerely,

							Jeffrey Riedler
							Assistant Director

cc:	Blake Hornick, Esq.
	Pryor Cashman Sherman & Flynn LLP
	410 Park Avenue
	New York, New York 10022
??

??

??

??

Steven C. Quay, M.D., Ph.D.
Nastech Pharmaceutical Company Inc.
April 18, 2005
Page 1

</TEXT>
</DOCUMENT>