EXHIBIT 10.4

                                 AMENDMENT NO. 1
                                       TO
                       NASTECH PHARMACEUTICAL COMPANY INC.
                            2004 STOCK INCENTIVE PLAN

      Pursuant to the resolutions adopted by the Board of Directors of Nastech
Pharmaceutical Company Inc. (the "Company") on March 9, 2005, as ratified by the
affirmative vote of the holders of a majority of the outstanding shares of the
Company's capital stock present and entitled to vote at the Company's annual
meeting of stockholders held on July 20, 2005, the following amendments to the
Nastech Pharmaceutical Company Inc. 2004 Stock Incentive Plan are hereby adopted
effective as of July 20, 2005:

1. The first sentence of Section 1.5, paragraph (a), is hereby deleted in its
entirety and replaced with the following:

            "The total number of shares of common stock of the Company ("Common
      Stock") with respect to which awards may be granted pursuant to the Plan
      shall not exceed 1,350,000 shares."

2. The second sentence of Section 1.5, paragraph (d), is hereby deleted in its
entirety and replaced with the following:

            "Subject to adjustment as provided in Section 3.7(a), the total
      number of shares of Common Stock with respect to which awards may be
      granted to any one employee of the Company or a subsidiary during any one
      calendar year shall not exceed 850,000 shares."