Sec Form 4 Filing - WEBBER MARK MILES @ AVI BIOPHARMA INC - 2008-02-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WEBBER MARK MILES 2. Issuer Name and Ticker or Trading Symbol AVI BIOPHARMA INC [ AVII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) ONE SW COLUMBIA, SUITE 1105 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2008 (Street) PORTLAND, OR97258 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 15,446 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Incentive Stock Option (right to buy) $ 1.39 02/28/2008 A 42,985 02/28/2009( 1 ) 02/28/2018 Common Stock 42,985 $ 0 42,985 D Incentive Stock Option (right to buy) $ 6.625 02/02/2008 J 2,500 01/01/1998( 2 ) 02/02/2008 Common Stock 2,500 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 1.39 02/28/2008 A 32,015 02/28/2009( 2 ) 02/28/2018 Common Stock 32,015 $ 0 32,015 D Incentive Stock Option (right to buy) $ 2.53 02/22/2006( 1 ) 02/22/2015 Common Stock 75,000 75,000 D Incentive Stock Option (right to buy) $ 3 02/06/2009( 1 ) 02/06/2017 Common Stock 25,001 25,001 D Incentive Stock Option (right to buy) $ 5.35 12/05/2005( 1 ) 12/05/2012 Common Stock 18,691 18,691 D Incentive Stock Option (right to buy) $ 6.875 08/15/2001( 3 ) 08/15/2010 Common Stock 52,937 52,937 D Incentive Stock Option (right to buy) $ 7.35 02/16/2007( 1 ) 02/16/2016 Common Stock 23,605 23,605 D Non-Qualified Stock Option (right to buy) $ 3 02/06/2008( 1 ) 02/06/2017 Common Stock 49,999 49,999 D Non-Qualified Stock Option (right to buy) $ 5.35 12/05/2003( 1 ) 12/05/2012 Common Stock 63,809 63,809 D Non-Qualified Stock Option (right to buy) $ 6.875 08/15/2001( 1 ) 08/15/2010 Common Stock 79,063 79,063 D Non-Qualified Stock Option (right to buy) $ 7.35 02/16/2007( 1 ) 02/16/2016 Common Stock 51,395 51,395 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEBBER MARK MILES ONE SW COLUMBIA, SUITE 1105 PORTLAND, OR97258 CFO Signatures Mark M. Webber 03/03/2008 Signature of Reporting Person Da te

Explanation of Responses:

( 1 )The Stock Option Grant vest as follows: 1/3 vest one year from date of grant and 1/3 each year thereafter until all shares vest three years from grant date. ( 2 )All shares expired. ( 3 )Vesting: 25% of the shares vest each year from the date of grant with all shares vesting in four years.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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