EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                       NASTECH PHARMACEUTICAL COMPANY INC.

      The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:

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

      SECOND: The Certificate of Incorporation, as now in full force and effect,
is hereby amended to accomplish the following:

      (a) ARTICLE FOURTH is hereby amended to change the aggregate number of
shares of Common Stock which the Corporation shall have the authority to issue
from Six Million (6,000,000) shares, par value $.006 per share; to Twenty Five
Million (25,000,000) shares, par value $.006 per share.

      In order to effect the foregoing amendment, ARTICLE FOURTH (a) of the
Certificate of Incorporation is hereby amended to read as follows:

      "FOURTH: (a) The Corporation shall be authorized to issue the following
shares:



Class                      Number of Shares                   Par Value
- -----                      ----------------                   ---------
                                                        
Common                        25,000,000                         $.006
Preferred                        100,000                         $ .01"


      THIRD: The amendments effected herein were adopted by the Corporation's
Board of Directors and authorized by a majority of the holders of the
outstanding shares entitled to vote thereon at an annual meeting of shareholders
pursuant to Sections 222 and 242 of the General Corporation Law of the State of
Delaware.



      IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this 30th day of
December, 1996.

                                    NASTECH PHARMACEUTICAL COMPANY INC.

                                    /s/ VINCENT D. ROMEO
                                    --------------------------------------------
                                    Dr. Vincent D. Romeo, President and Chief
                                    Executive Officer

ATTEST:

/s/ DEVIN N. WENIG
- ---------------------------
Devin N. Wenig, Chairman