NASTECH PHARMACEUTICAL CO INC
EXHIBIT 10.18
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<TYPE>EX-10.18
<SEQUENCE>2
<FILENAME>v13704exv10w18.txt
<DESCRIPTION>EXHIBIT 10.18
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                                                                   Exhibit 10.18

                                 Amendment No. 2
                                       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 October 5, 2005, the following
amendments to the Nastech Pharmaceutical Company Inc. 2004 Stock Incentive Plan
are hereby adopted effective as of October 5, 2005:

1.    Section 2.7, paragraph (a), is hereby deleted in its entirety and replaced
      with the following:

            "(a) Restricted Stock Grants. The Committee may grant restricted
      shares of Common Stock to such key persons, in such amounts, and subject
      to such transferability, vesting and forfeiture provisions, and other
      terms and conditions, as the Committee shall determine in its sole
      discretion, subject to the provisions of the Plan. Restricted stock awards
      may be made independently of or in connection with any other award under
      the Plan. A grantee of a restricted stock award shall have no rights with
      respect to such award unless such grantee accepts the award within such
      period as the Committee shall specify by accepting delivery of a Grant
      Certificate in such form as the Committee shall determine and, in the
      event the restricted shares are newly issued by the Company, makes payment
      to the Company or its exchange agent by certified or official bank check
      (or the equivalent thereof acceptable to the Company) in an amount at
      least equal to the par value of the shares covered by the award."
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