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 OF SECURITIES 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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(Print or Type Responses)

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 (Month/Day/Year) 02/22/2005 (Street) PORTLAND, OR 97258 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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)

$ 2.53

02/22/2005

A

75,000

02/22/2006(1)

02/22/2015

Common Stock

75,000

$ 0

75,000

D

Incentive Stock Option (right to buy)

$ 3.3125

10/07/2000

10/07/2004

Common Stock

1,500

1,500

D

Incentive Stock Option (right to buy)

$ 5.35

12/05/2005

12/05/2012

Common Stock

18,691

18,691

D

Incentive Stock Option (right to buy)

$ 6.625

02/02/1999

02/02/2008

Common Stock

2,500

2,500

D

Incentive Stock Option (right to buy)

$ 6.875

08/15/2001

08/15/2010

Common Stock

52,937

52,937

D

Incentive Stock Option (right to buy)

$ 8.125

11/03/1998

11/03/2007

Common Stock

10,000

10,000

D

Non-Qualified Stock Option (right to buy)

$ 5.35

12/05/2003

12/05/2012

Common Stock

63,809

63,809

D

Non-Qualified Stock Option (right to buy)

$ 6.875

08/15/2001

08/15/2010

Common Stock

79,063

79,063

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WEBBER MARK MILES ONE SW COLUMBIA, SUITE 1105 PORTLAND, OR 97258			CFO

Signatures

Mark M. Webber		02/23/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.
Remarks: The amount of Securities Beneficially Owned include shares acquired through the Company's registered Employee Stock Purchase Plan.

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