SecProbe.io

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                [Letterhead of Pryor Cashman Sherman & Flynn LLP]

                                 April 20, 2005

Mr. Gregory S. Belliston
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C.  20549

          Re:  Nastech Pharmaceutical Company Inc.
               Preliminary Proxy Statement on Schedule 14A (File No. 0-13789)

Dear Mr. Belliston:

      We have received the letter dated April 18, 2005 from Mr. Jeffrey Riedler,
Assistant Director, which sets forth certain comments of the staff (the "Staff")
of the Division of Corporation Finance of the Securities and Exchange Commission
(the "Commission") relating to the Preliminary Proxy Statement on Schedule 14A
(the "Proxy Statement") of Nastech Pharmaceutical Company Inc. (the "Company").
Set forth below are the comments reprinted from the letter and the Company's
responses to such comments. We have numbered the responses to correspond with
the paragraph numbers assigned to individual comments in Mr. Riedler's letter, a
copy of which accompanies 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.

RESPONSE:

      Not applicable.

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.

<PAGE>

United States Securities and Exchange Commission
April 20, 2005
Page 2

RESPONSE:

      The disclosures in the Proxy Statement relating to Mr. Beese's business
experience and employment included all such experiences and employment during
the previous five years. In response to the Staff's comment, the Company will
revise the disclosures to include specific references to dates as follows:

      "J. Carter Beese, Jr. Mr. Beese has been a director of the Company since
June 2003, and currently serves as a member of the Audit, Nominating and
Compensation Committees of the Board of Directors. Since July 1998, Mr. Beese
has served as President of Riggs Capital Partners, a venture fund that manages
in excess of $100 million. This fund is part of Riggs National Corporation,
based in Washington, D.C. He has also served as a Senior Advisor to Allied
Capital Corporation since 2003. In July 2003, President George W. Bush appointed
Mr. Beese to the President's Information Technology Advisory Committee. In
November 2003, he was named by U.S. District Judge Rakoff and the Securities and
Exchange Commission (the "SEC") as the manager of the $250 million of MCI Inc.
stock to be distributed to the victims of accounting fraud, pursuant to the Fair
Fund provision of the Sarbanes-Oxley Act of 2002. Mr. Beese has also served on
the board of directors of Aether Systems, Inc. since 1999, on the board of
directors of Riggs National Corporation since 2001, and on the board of
directors of the National Stock Exchange since 2002. Previously, Mr. Beese
served on the boards of directors of Renaissance Hotel Group, a publicly traded
company, from 1995 until its acquisition by Marriott International, Inc. in 1997
and of Equivest Finance, Inc., a publicly traded company, from 2001 until its
acquisition by Cendant Corporation in 2002. Prior to 1999, Mr. Beese also served
on numerous other public and private company boards."

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.

RESPONSE:

      The Company will delete the third and fifth sentences in Proposal No. 4
under the heading "General."

<PAGE>

United States Securities and Exchange Commission
April 20, 2005
Page 3

      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.

RESPONSE:

      The Certificate of Amendment of the Certificate of Incorporation of the
Company dated August, 15, 1999 (the "August 1999 Amendment") amended Article
Fourth subsections (a) and (b) to provide for the recapitalization of the
company through two separate stock splits, a reverse stock split followed by a
forward stock split and added a new subsection (c) to state the number of
authorized shares of capital stock of the Company. The Certificate of Correction
of the Certificate of Amendment of Certificate of Incorporation dated July 28,
2004 (the "Certificate of Correction"), restored the language of Article Fourth
to what it was prior to the filing of the August 1999 Amendment (correcting
certain technical errors that had been made in the August 1999 Amendment), and
then added the recapitalization of the Company's common stock through the stock
splits to the end of Article Fourth for technical completeness.

      The proposed Article Fourth of the Certificate of Amendment of the
Certificate of Incorporation of the Company (the "Proposed Amendment") and the
Restated Certificate of Incorporation of the Company (the "Restated Certificate
of Incorporation") included as exhibits to the Proxy Statement include
subsections on the Company's authorized capital stock, the rights of the Board
of Directors of the Company to authorize the issuance of preferred stock of the
Company without additional authority from the Company's stockholders, and the
rights, preferences, privileges, restrictions and other matters relating to the
Series A Junior Participating Preferred Stock (the Company's Stockholder Rights
Plan adopted on February 22, 2000). The proposed Article Fourth simply states
the cumulative effect of all of the prior charter amendments and certificates of
correction and does not constitute any change from the Company's existing
Certificate of Incorporation, other than the proposed increase in the number of
authorized shares of common stock from 25 million to 50 million.

<PAGE>

United States Securities and Exchange Commission
April 20, 2005
Page 4

      When amending a certificate of incorporation or restating a certificate of
incorporation under Delaware law, the amended and/or restated certificate of
incorporation does not need to reflect historical actions taken by the Company
pursuant to Delaware General Corporation Law (the "DGCL") Section 245(c). The
proposed Article Fourth of the Proposed Amendment and Restated Certificate of
Incorporation of the Company does not include the provisions regarding the
previous recapitalization of the Company's common stock through stock splits
since these provisions are not of continuing applicability. Therefore, we have
not included a reason in the Proxy Statement for the non-inclusion of these
provisions in the Proposed Amendment and Restated Certificate of Incorporation
because the prior stock splits referenced in the August 1999 Amendment, as
corrected by the Certificate of Correction, have become irrelevant.

      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.

RESPONSE:

      The proposed deletion in Article Sixth of the Company's current
Certificate of Incorporation relates to powers the Company has under the DGCL.
Under DGCL Sections 121, 122 and 154, the Company is vested with such powers
regardless of whether there is a specific grant of such powers set forth in the
Company's Certificate of Incorporation. As a result, no substantive change is
being made to the Company's Certificate of Incorporation since, even after the
proposed deletion is effected, the Company's powers will remain the same under
DGCL Sections 122 and 154. In addition, the inclusion of the deleted language to
the exclusion of other powers may be interpreted as an attempt to modify a
provision of the DGCL which, by its terms, may not be modified by the Company's
Certificate of Incorporation.

      In response to the Staff's comment, the Company will revise the Proxy
Statement to include a new fourth bullet point under "Summary of Differences"
where "Actions of the Company" is disclosed on page 19, which will read as
follows:

      "Other provisions addressing certain enumerated powers of the Company have
been deleted from Article Sixth of the Current Certificate, as the Company is
vested with such powers under Delaware statutory law and the inclusion of the
deleted enumerated powers to the exclusion of other powers may be interpreted as
an attempt to modify provisions of Delaware statutory law. Any such modification
is impermissible under Delaware statutory law."

<PAGE>

United States Securities and Exchange Commission
April 20, 2005
Page 5

      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.

RESPONSE:

      With respect to shareholder inspection rights, DGCL Section 220 provides
each stockholder with the power to seek to inspect a list of the Company's
stockholders and other of its books and records. In addition, DGCL Section 220
sets forth the requirements and limitations imposed on stockholders and the
corporation in connection with any such inspection. The existing language in
Article Sixth could be interpreted as an attempt to modify the rights,
requirements and limitations set forth in DGCL Section 220, which, by its terms,
may not be modified by the Company's Certificate of Incorporation.

      With respect to a sale or disposition of assets of the Company, DGCL
Section 271 requires stockholder approval in order to effect a sale of all, or
substantially all, of the assets of a Delaware corporation. Such a sale requires
the approval of a majority of the outstanding shares of stock of the corporation
entitled to vote on the matter, unless a higher vote is required pursuant to the
Company's Certificate of Incorporation. Existing Article Sixth does not impose a
higher voting threshold but simply restates the statutory requirement and is
therefore unnecessary.

      In response to the Staff's comment, the Company will revise the Proxy
Statement to delete the first bullet point under "Summary of Differences" where
"Actions of the Company" is disclosed on page 18, and replace such disclosure
with the following new bullet point:

      "The provisions stating the vote required to dispose of the Company's
assets will be deleted because Article Sixth of the Current Certificate does not
impose a higher voting threshold for the approval of such a disposition than is
set forth under Delaware statutory law, but simply restates the statutory
requirement and is therefore unnecessary. The provisions stating whether and to
what extent the books of the Company are open for inspection will be deleted
because Delaware statutory law already provides for the exercise of such rights
by stockholders, and the existing language in Article Sixth of the Current
Certificate could be interpreted as an attempt to modify the rights,
requirements and limitations set forth under Delaware statutory law. Any such
modification is impermissible under Delaware statutory law."

<PAGE>

United States Securities and Exchange Commission
April 20, 2005
Page 6

      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."

RESPONSE:

      In response to the Staff's comment, the Company will revise the Proxy
Statement to add the following additional disclosure at the end of the first
bullet point under "Summary of Differences" where "Indemnification of Directors
and Officers" is disclosed on page 19, which will read as follows:

      "The Company believes that in light of the enormous burden and expense of
modern litigation involving corporate actions, competent and experienced persons
may only serve as directors and officers of a corporation if they have the right
to indemnification. As currently worded, the right to indemnification
(principally the advancement of expenses) is discretionary on the part of the
Company acting through its board of directors. In order to retain and attract
talented and experienced individuals to serve as directors and officers of the
Company and to encourage such individuals to make the business judgments
necessary for the success of the Company, the Board of Directors has determined
that it is in the best interest of the Company to provide for the
indemnification of, and advancement of expenses to its directors and officers to
the fullest extent permitted under Delaware law as set forth under Article Sixth
of the Proposed Restated Certificate, which will make such indemnification and
advancement of expenses mandatory."

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

RESPONSE:

      By setting forth in the Certificate of Incorporation that the election of
directors need not be by written ballot, the Company is provided flexibility in
that it may, but is not required to, utilize efficient and cost-effective
alternatives to votin