<PAGE>   1
            As filed with the Securities and Exchange Commission June   , 1997
                                                      Registration No. 333-

===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                             ----------------------

                      NASTECH PHARMACEUTICAL COMPANY INC.
               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<CAPTION>
                         Delaware                                      11-2658569
<S>                                                              <C>
(State of other Jurisdiction of Incorporation or Organization)   (I.R.S Employer Identification No. )
</TABLE>


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

                      NASTECH PHARMACEUTICAL COMPANY INC.
                               STOCK OPTION PLAN
                            (Full title of the Plan)

                              Dr. Vincent D. Romeo
                     President and Chief Executive Officer
                      NASTECH PHARMACEUTICAL COMPANY INC.
                                45 Davids Drive
                              Hauppauge, NY 11788
                                 (516)273-0101
           (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                              Bruce R. Thaw, Esq.
                                 45 Banfi Plaza
                             Farmingdale, NY, 11735
                                 (516) 752-1760


                        Calculation of Registration Fee

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
 Titles of Each Class                      Proposed Maximum      Proposed Maximum
 of Securities to be      Amount to be     Offering Price Per    Aggregate Offering    Amount of
 Registered               Registered       Share(1)              Price                 Registration Fee
--------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>                   <C>                   <C>
 Common Stock,
 $.006 par value          700,000 Shares   $12.125               $8,487,500            $2,571.96
--------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Estimated solely for the purposes of calculating the registration fee
       pursuant to Rule 457(c) based upon a price of $12.125 per share which
       was the closing sale price as reported on the Nasdaq National Market
       System on June 2, 1997.

<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
will be sent or given to employees and other option holders as specified by
Rule 428(b)(1) under the Securities Act.  Such documents have not been filed
with the Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424.  These documents
and the documents incorporated by reference in the registration statement
pursuant to item 3 of Part II of this registration statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents filed with the Commission (File No. 0-13789)
pursuant to the Securities Exchange Act of 1934 ("Exchange Act") are
incorporated by reference:

       1.   The Company's Transition Report on Form 10-K for the transition
period from July 1, 1996 to December 31, 1996;

       2.   The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997;

       3.   The Company's Current Report on Form 8-K dated February 11, 1997;
and

       4.   The description of Common Stock contained in the Company's Form 8-A
Registration Statement declared effective by the Commission on October 6, 1985,
and any amendment or report filed for the purpose of updating those
descriptions.

       In addition, all documents filed subsequent to the date hereof by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

       Not Applicable.


                                      -2-
<PAGE>   3


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

       This Registration Statement has been prepared, in substantial part, by
Bruce R. Thaw, General Counsel for the Company.  Mr. Thaw has also given his
opinion on the validity of the securities being registered. Mr. Thaw is the
beneficial owner of 78,041 shares of the Company's Common Stock and has options
to acquire 50,000 shares of the Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The Delaware General Corporation Law, as amended, provides for the
indemnification of the Company's officers, directors and corporate employees
and agents under certain circumstances as follows:

                             DEL. CODE ANN. TITLE 8

Sec. 145.   Indemnification of officers, directors, employees
            and agents; insurance

          a)  A corporation may indemnify any person who was or is a party or
       is threatened to be made a party to any threatened, pending or completed
       action, suit or proceeding, whether civil, criminal, administrative or
       investigative (other than an action by or in the right of the
       corporation) by reason of the fact that he is or was a director,
       officer, employee or agent of the corporation or is or was serving at
       the request of the corporation as a director, officer, employee or agent
       of another corporation, partnership, joint venture, trust or other
       enterprise, against expenses (including attorney's fees), judgments,
       fines and amounts paid in settlement actually and reasonably incurred by
       him in connection with such action, suit or proceeding if he acted in
       good faith and in a manner he reasonably believed to be in or not
       opposed to the best interests of the corporation, and, with respect to
       any criminal action or proceeding, had no reasonable cause to believe
       his conduct was unlawful. The termination of any action, suit or
       proceeding by judgment, order, settlement, conviction, or upon a plea of
       nolo contendere or its equivalent, shall not, of itself, create a
       presumption that the person did not act in good faith and in a manner
       which he reasonably believed to be in or not opposed to the best
       interests of the corporation, and, with respect to any criminal action
       or proceeding, had reasonable cause to believe that his conduct was
       unlawful.

          b)  A corporation may indemnify any person who was or is a party or
       is threatened to be made a party to any threatened, pending or completed
       action or suit by or in the right of the corporation to procure a
       judgment in its favor by reason of the fact that he is or was a
       director, officer, employee or agent of the corporation, or is or was
       serving at the request of the corporation as a director, officer,
       employee or agent of another corporation, partnership, joint venture,
       trust or other enterprise against expenses (including attorneys' fees),
       actually and reasonably incurred by him in connection with the defense
       or settlement of such action or suit if he acted in good faith and in a
       manner he reasonably believed to be in or not opposed to the best
       interests of the corporation and except that no indemnification shall be
       made in


                                      -3-

<PAGE>   4


       respect of any claim, issue or matter as to which such person shall have
       been adjudged to be liable to the corporation unless and only to the
       extent that the Court of Chancery or the court in which such action or
       suit was brought shall determine upon application that, despite the
       adjudication of liability but in view of all the circumstances of the
       case, such person is fairly and reasonably entitled to indemnity for
       such expenses which the Court of Chancery or such other court shall deem
       proper.

          c)  To the extent that a director, officer, employee or agent of a
       corporation has been successful on the merits or otherwise in defense of
       any action suit or proceeding referred to in subsections (a) and (b) of
       this section, or in defense of any claim, issue or matter therein, he
       shall be indemnified against expenses (including attorneys' fees)
       actually and reasonably incurred by him in connection therewith.

          d)  Any indemnification under subsection (a) and (b) of this section
       (unless ordered by a court) shall be made by the corporation only as
       authorized in the specific case upon a determination that
       indemnification of the director, officer, employee or agent is proper in
       the circumstances because he has met the applicable standard of conduct
       set forth in subsections (a) and (b) of this section.  Such
       determination shall be made (1) by the board of directors by a majority
       vote of a quorum consisting of directors who were not parties to such
       action, suit or proceedings, or (2) if such a quorum is not obtainable,
       or, even, if obtainable a quorum of disinterested directors so directs,
       by independent legal counsel in a written opinion, or (3) by the
       stockholders.

          e) Expenses incurred by an officer or director in defending a civil
       or criminal action, suit or proceeding may be paid by the corporation in
       advance of the final disposition of such action, suit or proceeding upon
       receipt of an undertaking by or on behalf of such director or officer to
       repay such amount if it shall ultimately be determined that he is not
       entitled to be indemnified by the corporation as authorized in this
       section. Such expenses incurred by other employees and agents may be so
       paid upon such terms and conditions, if any, as the board of directors
       deems appropriate.

          f) The indemnification and advancement of expenses provided by, or
       granted pursuant to, the other subsections of this section shall not be
       deemed exclusive of any other rights to which those seeking
       indemnification or advancement of expenses may be entitled under any
       bylaw, agreement, vote of stockholders or disinterested directors or
       otherwise, both as to action in his official capacity and as to action
       in another capacity while holding such office.

          g) A corporation shall have power to purchase and maintain insurance
       on behalf of any person who is or was a director, officer, employee or
       agent of the corporation, or is or was serving at the request of the
       corporation as a director, officer, employee or agent of another
       corporation, partnership, joint venture, trust or other enterprise
       against any liability asserted against him and incurred by him in any



                                      -4-
<PAGE>   5

       such capacity, or arising out of his status as such, whether or not the
       corporation would have the power to indemnify him against such liability
       under this section.

          h) For purposes of this section, references to "the corporation"
       shall include, in addition to the resulting corporation, any constituent
       corporation (including any constituent of a constituent) absorbed in a
       consolidation or merger which, if its separate existence had continued,
       would have had power and authority to indemnify its directors, officers,
       and employees or agents, so that any person who is or was a director,
       officer, employee or agent of such constituent corporation, or is or was
       serving at the request of such constituent corporation as a director,
       officer, employee or agent of another corporation, partnership, joint
       venture, trust or other enterprise, shall stand in the same position
       under this section with respect to the resulting or surviving
       corporation as he would have with respect to such constituent
       corporation if its separate existence had continued.

          I) For purposes of this section, references to "other enterprises"
       shall include employee benefit plans; references to "fines" shall
       include any excise taxes assessed on a person with respect to any
       employee benefit plan; and references to "serving at the request of the
       corporation" shall include any service as a director, officer, employee
       or agent of the corporation which imposes duties on, or involves
       services by, such director, officer, employee or agent with respect to
       an employee benefit plan, its participants or beneficiaries; and a
       person who acted in good faith and in a manner he reasonably believed to
       be in the interest of the participants and beneficiaries of an employee
       benefit plan shall be deemed to have acted in a manner "not opposed to
       the best interests of the corporation" as referred to in this section.

          j) The indemnification and advancement of expenses provided by, or
       granted pursuant to, this section shall, unless otherwise provided when
       authorized or ratified, continue as to a person who has ceased to be
       director, officer, employee or agent and shall inure to the benefit of
       the heirs, executors and administrators of such a person.

            The Certificate of Incorporation of the Company provides that the
indemnification provisions of Sections 102(b)(7) and 145 of the Delaware
Corporation Law shall be utilized to the fullest extent possible.  Further, the
Certificate of Incorporation contains provisions to eliminate the liability of
the Company's directors to the Company or its stockholders to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law,
as amended from time to time.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, is permitted to directors, officers or controlling
persons of the Registrant, pursuant to the above mentioned statutes or
otherwise, the Registrant understands that  the Securities and Exchange
Commission is of the opinion that such indemnification may contravene federal
public policy, as expressed in said Act, and therefore, may be unenforceable.
Accordingly, in the event that a claim for such indemnification is asserted by
any director, officer or a controlling person of the Company, and the
Commission is still of the same opinion, the Registrant (except insofar as such
claim seeks reimbursement by the Registrant of expenses paid or incurred by a
director, officer of controlling person in successful defense of any action,
suit or proceeding) will, unless the matter has theretofore


                                      -5-
<PAGE>   6

been adjudicated by precedent deemed by counsel for the Registrant to be
controlling, submit to a court of appropriate jurisdiction the question whether
or not indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.  EXHIBITS

     The following Exhibits, required by Item 601 of Regulation S-B, are filed
as part of this registration statement.

4.1          Specimen of Common Stock Certificate of Registrant (Filed as an
             Exhibit to the Company's Registration Statement on Form SB-2, as
             amended, Commission File No. 33-70180 and incorporated herein by
             reference).

4.2          Nastech Pharmaceutical Company Inc. 1990 Stock Option Plan.

4.3          Form of Stock Option Agreement intended to be used under the
             Stock Option Plan.

5            Opinion of Counsel as to the legality of securities being
             registered.

15           Not Applicable.

23.1         Consent of Bruce R. Thaw, Counsel to the Company (contained in
             Exhibit 5).

23.2         Consent of KPMG Peat Marwick LLP, Certified Public Accountants.

23.3         Consent of Robbins, Greene, Horowitz, Lester & Co.,LLP,
             Certified Public Accountants

24           Power of Attorney (Contained on signature page).


ITEM 9.  UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.



                                      -6-
<PAGE>   7


     (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

     (4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to any charge provision, by-law contract,
arrangements statute, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      -7-
<PAGE>   8



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized at Hauppauge, New York on the ___ day of May, 1997.

                                   NASTECH PHARMACEUTICAL COMPANY INC.
                                   By:/s/ Dr. Vincent D. Romeo
                                      -------------------------------
                                      DR. VINCENT D. ROMEO, President
                                      and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENT, that each of the undersigned whose
signature appears below constitutes and appoints Dr. Vincent D. Romeo and Devin
N. Wenig, and each of them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him and on his behalf, and in his name, place and stead,
in any and all capacities to execute and sign any and all amendments or
post-effective amendments to this registration statement, or subsequent
registration statements related to the shares registered hereby and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
     Signature                              Title                                  Date
     ---------                              -----                                  ----
<S>                              <C>                                               <C>
/s/Dr. Vincent D. Romeo          President, Chief Executive Officer,               June 4, 1997
--------------------------       (Principal Executive Officer)
DR. VINCENT D. ROMEO

/s/ Devin N. Wenig               Chairman of the Board                             June 4, 1997
--------------------------
DEVIN N. WENIG

/s/ Andrew P. Zinzi              Chief Financial Officer                           June 4, 1997
--------------------------       (Principal Financial and
ANDREW P. ZINZI                  Accounting Officer)

/s/ Joel Girsky                  Director, Secretary/Treasurer                     June 4, 1997
--------------------------
JOEL GIRSKY

/s/ Ian R. Ferrier               Director                                          June 4, 1997
--------------------------
IAN R. FERRIER

/s/ Alvin Katz                   Director                                          June 4, 1997
--------------------------
ALVIN KATZ

/s/ John V. Pollock.             Director                                          June 4, 1997
--------------------------
JOHN V. POLLOCK

/s/ Grant W. Denison             Director                                          June 4, 1997
--------------------------
GRANT W. DENISON
</TABLE>

                                      -8-
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1
            As filed with the Securities and Exchange Commission June   , 1997
                                                      Registration No. 333-

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                             ----------------------

                      NASTECH PHARMACEUTICAL COMPANY INC.
               (Exact Name of Registrant as Specified in Charter)
Delaware                                      11-2658569
(State of other Jurisdiction of Incorporation or Organization)   (I.R.S Employer Identification No. )
45 Davids Drive
                              Hauppauge, NY 11788
              (Address of  Principal Executive Offices) (Zip Code)

                      NASTECH PHARMACEUTICAL COMPANY INC.
                               STOCK OPTION PLAN
                            (Full title of the Plan)

                              Dr. Vincent D. Romeo
                     President and Chief Executive Officer
                      NASTECH PHARMACEUTICAL COMPANY INC.
                                45 Davids Drive
                              Hauppauge, NY 11788
                                 (516)273-0101
           (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                              Bruce R. Thaw, Esq.
                                 45 Banfi Plaza
                             Farmingdale, NY, 11735
                                 (516) 752-1760

                        Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------
 Titles of Each Class                      Proposed Maximum      Proposed Maximum
 of Securities to be      Amount to be     Offering Price Per    Aggregate Offering    Amount of
 Registered               Registered       Share(1)              Price                 Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock,
 $.006 par value          700,000 Shares   $12.125               $8,487,500            $2,571.96
--------------------------------------------------------------------------------------------------------
(1)    Estimated solely for the purposes of calculating the registration fee
       pursuant to Rule 457(c) based upon a price of $12.125 per share which
       was the closing sale price as reported on the Nasdaq National Market
       System on June 2, 1997.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
will be sent or given to employees and other option holders as specified by
Rule 428(b)(1) under the Securities Act.  Such documents have not been filed
with the Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424.  These documents
and the documents incorporated by reference in the registration statement
pursuant to item 3 of Part II of this registration statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents filed with the Commission (File No. 0-13789)
pursuant to the Securities Exchange Act of 1934 ("Exchange Act") are
incorporated by reference:

       1.   The Company's Transition Report on Form 10-K for the transition
period from July 1, 1996 to December 31, 1996;

       2.   The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997;

       3.   The Company's Current Report on Form 8-K dated February 11, 1997;
and

       4.   The description of Common Stock contained in the Company's Form 8-A
Registration Statement declared effective by the Commission on October 6, 1985,
and any amendment or report filed for the purpose of updating those
descriptions.

       In addition, all documents filed subsequent to the date hereof by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

       Not Applicable.

                                      -2-
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

       This Registration Statement has been prepared, in substantial part, by
Bruce R. Thaw, General Counsel for the Company.  Mr. Thaw has also given his
opinion on the validity of the securities being registered. Mr. Thaw is the
beneficial owner of 78,041 shares of the Company's Common Stock and has options
to acquire 50,000 shares of the Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The Delaware General Corporation Law, as amended, provides for the
indemnification of the Company's officers, directors and corporate employees
and agents under certain circumstances as follows:

                             DEL. CODE ANN. TITLE 8

Sec. 145.   Indemnification of officers, directors, employees
            and agents; insurance

          a)  A corporation may indemnify any person who was or is a party or
       is threatened to be made a party to any threatened, pending or completed
       action, suit or proceeding, whether civil, criminal, administrative or
       investigative (other than an action by or in the right of the
       corporation) by reason of the fact that he is or was a director,
       officer, employee or agent of the corporation or is or was serving at
       the request of the corporation as a director, officer, employee or agent
       of another corporation, partnership, joint venture, trust or other
       enterprise, against expenses (including attorney's fees), judgments,
       fines and amounts paid in settlement actually and reasonably incurred by
       him in connection with such action, suit or proceeding if he acted in
       good faith and in a manner he reasonably believed to be in or not
       opposed to the best interests of the corporation, and, with respect to
       any criminal action or proceeding, had no reasonable cause to believe
       his conduct was unlawful. The termination of any action, suit or
       proceeding by judgment, order, settlement, conviction, or upon a plea of
       nolo contendere or its equivalent, shall not, of itself, create a
       presumption that the person did not act in good faith and in a manner
       which he reasonably believed to be in or not opposed to the best
       interests of the corporation, and, with respect to any criminal action
       or proceeding, had reasonable cause to believe that his conduct was
       unlawful.

          b)  A corporation may indemnify any person who was or is a party or
       is threatened to be made a party to any threatened, pending or completed
       action or suit by or in the right of the corporation to procure a
       judgment in its favor by reason of the fact that he is or was a
       director, officer, employee or agent of the corporation, or is or was
       serving at the request of the corporation as a director, officer,
       employee or agent of another corporation, partnership, joint venture,
       trust or other enterprise against expenses (including attorneys' fees),
       actually and reasonably incurred by him in connection with the defense
       or settlement of such action or suit if he acted in good faith and in a
       manner he reasonably believed to be in or not opposed to the best
       interests of the corporation and except that no indemnification shall be
       made in

                                      -3-
4

       respect of any claim, issue or matter as to which such person shall have
       been adjudged to be liable to the corporation unless and only to the
       extent that the Court of Chancery or the court in which such action or
       suit was brought shall determine upon application that, despite the
       adjudication of liability but in view of all the circumstances of the
       case, such person is fairly and reasonably entitled to indemnity for
       such expenses which the Court of Chancery or such other court shall deem
       proper.

          c)  To the extent that a director, officer, employee or agent of a
       corporation has been successful on the merits or otherwise in defense of
       any action suit or proceeding referred to in subsections (a) and (b) of
       this section, or in defense of any claim, issue or matter therein, he
       shall be indemnified against expenses (including attorneys' fees)
       actually and reasonably incurred by him in connection therewith.

          d)  Any indemnification under subsection (a) and (b) of this section
       (unless ordered by a court) shall be made by the corporation only as
       authorized in the specific case upon a determination that
       indemnification of the director, officer, employee or agent is proper in
       the circumstances because he has met the applicable standard of conduct
       set forth in subsections (a) and (b) of this section.  Such
       determination shall be made (1) by the board of directors by a majority
       vote of a quorum consisting of directors who were not parties to such
       action, suit or proceedings, or (2) if such a quorum is not obtainable,
       or, even, if obtainable a quorum of disinterested directors so directs,
       by independent legal counsel in a written opinion, or (3) by the
       stockholders.

          e) Expenses incurred by an officer or director in defending a civil
       or criminal action, suit or proceeding may be paid by the corporation in
       advance of the final disposition of such action, suit or proceeding upon
       receipt of an undertaking by or on behalf of such director or officer to
       repay such amount if it shall ultimately be determined that he is not
       entitled to be indemnified by the corporation as authorized in this
       section. Such expenses incurred by other employees and agents may be so
       paid upon such terms and conditions, if any, as the board of directors
       deems appropriate.

          f) The indemnification and advancement of expenses provided by, or
       granted pursuant to, the other subsections of this section shall not be
       deemed exclusive of any other rights to which those seeking
       indemnification or advancement of expenses may be entitled under any
       bylaw, agreement, vote of stockholders or disinterested directors or
       otherwise, both as to action in his official capacity and as to action
       in another capacity while holding such office.

          g) A corporation shall have power to purchase and maintain insurance
       on behalf of any person who is or was a director, officer, employee or
       agent of the corporation, or is or was serving at the request of the
       corporation as a director, officer, employee or agent of another
       corporation, partnership, joint venture, trust or other enterprise
       against any liability asserted against him and incurred by him in any

                                      -4-
5

       such capacity, or arising out of his status as such, whether or not the
       corporation would have the power to indemnify him against such liability
       under this section.

          h) For purposes of this section, references to "the corporation"
       shall include, in addition to the resulting corporation, any constituent
       corporation (including any constituent of a constituent) absorbed in a
       consolidation or merger which, if its separate existence had continued,
       would have had power and authority to indemnify its directors, officers,
       and employees or agents, so that any person who is or was a director,
       officer, employee or agent of such constituent corporation, or is or was
       serving at the request of such constituent corporation as a director,
       officer, employee or agent of another corporation, partnership, joint
       venture, trust or other enterprise, shall stand in the same position
       under this section with respect to the resulting or surviving
       corporation as he would have with respect to such constituent
       corporation if its separate existence had continued.

          I) For purposes of this section, references to "other enterprises"
       shall include employee benefit plans; references to "fines" shall
       include any excise taxes assessed on a person with respect to any
       employee benefit plan; and references to "serving at the request of the
       corporation" shall include any service as a director, officer, employee
       or agent of the corporation which imposes duties on, or involves
       services by, such director, officer, employee or agent with respect to
       an employee benefit plan, its participants or beneficiaries; and a
       person who acted in good faith and in a manner he reasonably believed to
       be in the interest of the participants and beneficiaries of an employee
       benefit plan shall be deemed to have acted in a manner "not opposed to
       the best interests of the corporation" as referred to in this section.

          j) The indemnification and advancement of expenses provided by, or
       granted pursuant to, this section shall, unless otherwise provided when
       authorized or ratified, continue as to a person who has ceased to be
       director, officer, employee or agent and shall inure to the benefit of
       the heirs, executors and administrators of such a person.

            The Certificate of Incorporation of the Company provides that the
indemnification provisions of Sections 102(b)(7) and 145 of the Delaware
Corporation Law shall be utilized to the fullest extent possible.  Further, the
Certificate of Incorporation contains provisions to eliminate the liability of
the Company's directors to the Company or its stockholders to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law,
as amended from time to time.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, is permitted to directors, officers or controlling
persons of the Registrant, pursuant to the above mentioned statutes or
otherwise, the Registrant understands that  the Securities and Exchange
Commission is of the opinion that such indemnification may contravene federal
public policy, as expressed in said Act, and therefore, may be unenforceable.
Accordingly, in the event that a claim for such indemnification is asserted by
any director, officer or a controlling person of the Company, and the
Commission is still of the same opinion, the Registrant (except insofar as such
claim seeks reimbursement by the Registrant of expenses paid or incurred by a
director, officer of controlling person in successful defense of any action,
suit or proceeding) will, unless the matter has theretofore

                                      -5-
6

been adjudicated by precedent deemed by counsel for the Registrant to be
controlling, submit to a court of appropriate jurisdiction the question whether
or not indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.  EXHIBITS

     The following Exhibits, required by Item 601 of Regulation S-B, are filed
as part of this registration statement.

4.1          Specimen of Common Stock Certificate of Registrant (Filed as an
             Exhibit to the Company's Registration Statement on Form SB-2, as
             amended, Commission File No. 33-70180 and incorporated herein by
             reference).

4.2          Nastech Pharmaceutical Company Inc. 1990 Stock Option Plan.

4.3          Form of Stock Option Agreement intended to be used under the
             Stock Option Plan.

5            Opinion of Counsel as to the legality of securities being
             registered.

15           Not Applicable.

23.1         Consent of Bruce R. Thaw, Counsel to the Company (contained in
             Exhibit 5).

23.2         Consent of KPMG Peat Marwick LLP, Certified Public Accountants.

23.3         Consent of Robbins, Greene, Horowitz, Lester & Co.,LLP,
             Certified Public Accountants

24           Power of Attorney (Contained on signature page).

ITEM 9.  UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                                      -6-
7

     (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

     (4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to any charge provision, by-law contract,
arrangements statute, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      -7-
8

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized at Hauppauge, New York on the ___ day of May, 1997.

                                   NASTECH PHARMACEUTICAL COMPANY INC.
                                   By:/s/ Dr. Vincent D. Romeo
                                      -------------------------------
                                      DR. VINCENT D. ROMEO, President
                                      and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENT, that each of the undersigned whose
signature appears below constitutes and appoints Dr. Vincent D. Romeo and Devin
N. Wenig, and each of them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him and on his behalf, and in his name, place and stead,
in any and all capacities to execute and sign any and all amendments or
post-effective amendments to this registration statement, or subsequent
registration statements related to the shares registered hereby and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature                              Title                                  Date
     ---------                              -----                                  ----
/s/Dr. Vincent D. Romeo          President, Chief Executive Officer,               June 4, 1997
--------------------------       (Principal Executive Officer)
DR. VINCENT D. ROMEO

/s/ Devin N. Wenig               Chairman of the Board                             June 4, 1997
--------------------------
DEVIN N. WENIG

/s/ Andrew P. Zinzi              Chief Financial Officer                           June 4, 1997
--------------------------       (Principal Financial and
ANDREW P. ZINZI                  Accounting Officer)

/s/ Joel Girsky                  Director, Secretary/Treasurer                     June 4, 1997
--------------------------
JOEL GIRSKY

/s/ Ian R. Ferrier               Director                                          June 4, 1997
--------------------------
IAN R. FERRIER

/s/ Alvin Katz                   Director                                          June 4, 1997
--------------------------
ALVIN KATZ

/s/ John V. Pollock.             Director                                          June 4, 1997
--------------------------
JOHN V. POLLOCK

/s/ Grant W. Denison             Director                                          June 4, 1997
--------------------------
GRANT W. DENISON
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