EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                       NASTECH PHARMACEUTICAL COMPANY INC.

FIRST: The name of the Corporation is NASTECH PHARMACEUTICAL COMPANY INC.

SECOND: Its registered office and place of business in the State of Delaware is
to be located at 410 South State Street in the City of Dover, County of Kent.
The Registered Agent in charged thereof is XL CORPORATE SERVICES, INC.

THIRD: The nature of the business and the objects and purposes proposed to be
transacted, promoted and carried on are to do any or all things herein
mentioned, as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz:

            The purpose of the corporation is to engage in any lawful act or
activity for which corporation may be organized under the General Corporation
Law of Delaware.

FOURTH: The corporation shall be authorized to issue Five Hundred Million
        (500,000,000) Shares at a .00001 Par Value.

FIFTH: The name and address of the incorporator is as follows:

      Lisa C. Harding, 410 South State Street, Dover, Delaware 19901.

SIXTH: The Directors shall have power to make and to alter or amend the By-Laws;
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.

            With the consent in writing, and pursuant to a vote of the holders
of a majority of the capital stock issued and outstanding, the Directors shall
have authority to dispose, in any manner, of the whole property of this
corporation.

            The By-Laws shall determine whether and to what extent the account
and books of this corporation, or any of them, shall be open to the inspection
of the stockholders; no stockholder shall have any right of inspecting any
account, or book, or document of this Corporation, except as conferred by the
law or the By-Laws, or by resolution of the stockholders.

            The stockholders and directors shall have power to hold their
meetings and keep the books, documents and papers of the corporation outside of
the State of



Delaware, at such places as may be, from time to time, designated by the By-Laws
or by resolution of the stockholders or directors, except as otherwise required
by the laws of Delaware.

            It is the intention that the objects, purposes and powers specified
in the THIRD paragraph hereof shall, except where otherwise specified in said
paragraph, be nowise limited or restricted by reference to or inference from the
terms of any other clause or paragraph in this certificate of incorporation, but
that the object, purposes and powers specified in the THIRD paragraph and in
each of the clauses or paragraphs of this charter shall be regarded as
independent objects, purposes and powers.

SEVENTH: The corporation shall, to the full extent permitted by Section 145 of
the Delaware General Corporation Law, as amended from time to time, indemnify
all persons whom it may indemnify pursuant thereto.

      IN WITNESS WHEREOF, I have hereunto set my hand and seal this 20th day of
September, 1983.

                                                     /s/ LISA C. HARDING (Seal)
                                                     -------------------
                                                     LISA C. HARDING