Exhibit 3.1

CERTIFICATE OF DESIGNATION, RIGHTS AND PREFERENCES

OF

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF

NASTECH PHARMACEUTICAL COMPANY INC.

     Nastech Pharmaceutical Company Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

     1. The name of the corporation is Nastech Pharmaceutical Company Inc. (hereinafter called the “Corporation”) which is the name under which the Corporation was originally incorporated.

     2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 23, 1983 and the Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 20, 2005.

     3. Pursuant to a resolution of the Board of Directors of the Corporation adopted on January 5, 2007 to increase the number of authorized shares of Series A Junior Participating Preferred Stock from 10,000 shares to 50,000 shares, Article FOURTH, paragraph (c) of the Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

     “Fifty thousand (50,000) of the authorized shares of Preferred Stock are hereby designated “Series A Junior Participating Preferred Stock.”

     4. Pursuant to a resolution of the Board of Directors of the Corporation adopted on January 5, 2007 to increase the number of authorized shares of Series A Junior Participating Preferred Stock from 10,000 shares to 50,000 shares, Article FOURTH, paragraph (d), Section 1 of the Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

     “Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” (the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be 50,000. Such number of shares may be increased or decreased by resolution of the Board of Directors of the Corporation (hereinafter called the “Board of Directors” or the “Board”); provided that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

     5. This Certificate of Designation, Rights and Preferences of Series A Junior Participating Preferred Stock was adopted by the Corporation’s Board of Directors pursuant to Sections 151(g) of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation, Rights and Preferences of Series A Junior Participating Preferred Stock to be executed in its corporate name by Dr. Steven C. Quay, its authorized officer, this 17^th day of January, 2007.

NASTECH PHARMACEUTICAL COMPANY INC.
By:	/s/ Steven C. Quay
	Name:	Steven C. Quay
	Title:	Chairman of the Board, President and Chief Executive Officer