Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007
(Street)


PORTLAND, OR 97258
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $ 8.125 11/03/2007   J   10,000 11/03/1997 11/03/2007(1) Common Stock
10,000
(1) 0
D
 
Incentive Stock Option (right to buy) $ 2.53           02/22/2006(2) 02/22/2015 Common Stock
75,000
  75,000
D
 
Incentive Stock Option (right to buy) $ 3           02/06/2009(2) 02/06/2017 Common Stock
25,001
  25,001
D
 
Incentive Stock Option (right to buy) $ 5.35           12/05/2005(2) 12/05/2012 Common Stock
18,691
  18,691
D
 
Incentive Stock Option (right to buy) $ 6.625           02/02/1999(3) 02/02/2008 Common Stock
2,500
  2,500
D
 
Incentive Stock Option (right to buy) $ 6.875           08/15/2001(4) 08/15/2010 Common Stock
52,937
  52,937
D
 
Incentive Stock Option (right to buy) $ 7.35           02/16/2007(2) 02/16/2016 Common Stock
23,605
  23,605
D
 
Non-Qualified Stock Option (right to buy) $ 3           02/06/2008(2) 02/06/2017 Common Stock
49,999
  49,999
D
 
Non-Qualified Stock Option (right to buy) $ 5.35           12/05/2003(2) 12/05/2012 Common Stock
63,809
  63,809
D
 
Non-Qualified Stock Option (right to buy) $ 6.875           08/15/2001(2) 08/15/2010 Common Stock
79,063
  79,063
D
 
Non-Qualified Stock Option (right to buy) $ 7.35           02/16/2007(2) 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, OR 97258
      CFO  

Signatures

Mark M. Webber 02/14/2008
**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) All shares expired.
(2) 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.
(3) Grant vest 100% on grant date.
(4) Vesting: 25% of the shares vest each year from the date of grant with all shares vesting in four years.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.