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                                                                   EXHIBIT 10.24

                                 AMENDMENT NO. 3
                                       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 January 23, 2006, the following
amendments to the Nastech Pharmaceutical Company Inc. 2004 Stock Incentive Plan
are hereby adopted effective as of January 23, 2006:

1.   Paragraph 2.3(b) is hereby deleted in its entirety and replaced with the
     following:

          "(b) Payment of Exercise Price. Any written notice of exercise of an
     option shall be accompanied by payment for the shares being purchased. Such
     payment shall be made: (i) by certified or official bank check (or the
     equivalent thereof acceptable to the Company or its exchange agent) for the
     full option exercise price; or (ii) with the prior approval of the
     Company's compliance officer, which officer shall have sole discretion
     whether or not to give, by delivery of shares of Common Stock owned by the
     grantee having a Fair Market Value (determined as of the exercise date)
     equal to all or part of the option exercise price and a certified or
     official bank check (or the equivalent thereof acceptable to the Company or
     its exchange agent) for any remaining portion of the full option exercise
     price; or (iii) at the discretion of the Committee and to the extent
     permitted by law, by such other provision, consistent with the terms of the
     Plan, as the Committee may from time to time prescribe (whether directly or
     indirectly through the exchange agent). Shares of Common Stock delivered in
     payment of the exercise price pursuant to item (ii) herein above may be
     previously owned shares or, with the prior approval of the Corporation's
     compliance officer, which officer shall have sole discretion whether or not
     to give, the shares that are being acquired upon exercise of the stock
     option; provided, however, that any person who is a reporting person for
     purposes of Section 16 of the 1934 Act may only deliver shares that are
     being acquired upon exercise of the stock option in this manner if at least
     six months has elapsed from the date on which the option was granted to
     such person."

2.   Paragraph 3.6(b) is hereby deleted in its entirety and replaced with the
     following:

          "(b) With Respect to Delivery of Common Stock. Whenever shares of
     Common Stock are to be delivered pursuant to an award under the Plan, the
     Company shall be entitled to require as a condition of delivery that the
     grantee remit to the Company an amount sufficient in the opinion of the
     Company to satisfy all federal, state and other governmental tax
     withholding requirements related thereto. With the prior approval of the
     Company's compliance officer, which officer shall have sole discretion
     whether or not to give, the grantee may satisfy the foregoing condition by
     electing to have the Company withhold from delivery shares having a value
     equal to the amount of tax to be withheld; provided, however, that any
     person who is a reporting person for purposes of Section 16 of the 1934 Act
     may only deliver shares that are being acquired upon exercise of a stock
     option in this manner if at least six months has elapsed from the date on
     which the option was granted to such person. Such shares shall be valued at
     their Fair Market Value as of the date on which the amount of tax to be
     withheld is determined. Fractional share amounts shall be settled in cash.
     Such a withholding election may be made with respect to all or any portion
     of the shares to be delivered pursuant to an award."