8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of Earliest Event Reported) March 22, 2001

                       Nastech Pharmaceutical Company Inc.
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             (Exact Name of Registrant as Specified in its Charter)

          Delaware                     000-13789                11-2658569
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(State or Other Jurisdiction          (Commission             (I.R.S. Employer
     of incorporation)                File Number)           Identification No.)

                      45 Davids Drive, Hauppauge, NY 11788
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               (Address of Principal Executive Offices (Zip Code)

       (Registrant's Telephone Number, Including Area Code) (631) 273-0101

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         (Former Name or Former Address, If Changed Since Last Report.)



ITEM 5. Other Events.

      On March 22, 2001, Registrant issued a press release to announce that it
had raised approximately $4.2 million in gross proceeds through a private sale
of approximately 860,000 newly issued shares of its common stock and warrants to
purchase approximately 430,000 shares of its common stock to a select group of
investors, including SAFECO Growth Opportunities Fund and an asset management
division of a leading money center bank. Jesup & Lamont Securities Corporation
acted as placement agent for the Company.

ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.

      (c) Exhibits: 99.1 Press Release, dated March 22, 2001.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             Date: March 26, 2001

                                             Nastech Pharmaceutical Company Inc.


                                             By: /s/ Andrew Zinzi
                                             -------------------------------
                                             Name:  Andrew Zinzi
                                             Title: Chief Financial Officer

Exhibit Index

Exhibit Number             Description
- --------------             -----------

99.1                       Press Release dated March 22, 2001.

EX-99.1

                                                                    Exhibit 99.1

                         NASTECH ANNOUNCES $4.2 MILLION
                                PRIVATE PLACEMENT

HAUPPAUGE, NEW YORK - March 22, 2001 - Nastech Pharmaceutical Company Inc.
(Nasdaq: NSTK) announced today that it has raised approximately $4.2 million in
gross proceeds through a private sale of 860,000 newly issued shares of its
common stock to a select group of investors, including SAFECO Growth
Opportunities Fund and an asset management division of a leading money center
bank. Jesup & Lamont Securities Corporation acted as placement agent for the
Company.

"With this financing, Nastech has attracted an elite group of biomedical
investors and secured additional resources to fund ongoing research and
development and working capital," stated Steven C. Quay, Chairman, President and
Chief Executive Officer of Nastech Pharmaceutical Company Inc.

The newly issued shares of common stock were not registered under the Securities
Act of 1933, as amended, and cannot be offered or resold absent registration or
an applicable exemption from registration. The Company has agreed to use its
best efforts to register the shares within 120 days.

Nastech Pharmaceutical Company Inc., recognized as a leader in nasal drug
delivery technology, is dedicated to improving patient care by using Formulation
Science, a systematic approach to drug development using biophysics, physical
chemistry, and pharmacology to maximize therapeutic efficacy and safety and
provide new therapeutic options. Additional information on Nastech is available
at www.Nastech.com.

Nastech Safe Harbor Statement

Statements contained herein that are not historical fact may be forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, that are subject to a
variety of risks and uncertainties. There are a number of important factors that
could cause actual results to differ materially from those projected or
suggested in any forward-looking statement made by the Company. These factors
include, but are not limited to: (i) the Company's ability to successfully
complete product research and development, including pre-clinical and clinical
studies and commercialization; (ii) the Company's ability to obtain required
governmental approvals, including product and patent approvals; (iii) the
Company's ability to attract and/or maintain manufacturing, sales, distribution
and marketing partners; and (iv) the Company's ability to develop and
commercialize its products before its competitors. In addition, significant
fluctuations in quarterly results may occur as a result of varying milestone
payments and the timing of costs and expenses related to the Company's research
and development program. Additional factors that would cause actual results to
differ materially from those projected or suggested in any forward-looking
statements are contained in the Company's filings with the Securities and
Exchange Commission, including those factors discussed under the caption "Risk
Factors" in the Company's most recent Annual Report on Form 10-K/A.

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