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 *
WELLER DWIGHT D
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)
Sr. VP Chemistry & Mfg.
(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             285,822 D  
Common Stock             24,936 I by Spouse (1)

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
Non-Qualified Stock Option (right to buy) $ 6.38 06/12/2007   J   50,000 06/12/1997 06/12/2007(2) Common Stock
50,000
(2) 0
D
 
Incentive Stock Option (right to buy) $ 2.53           02/22/2006(3) 02/22/2015 Common Stock
75,000
  75,000
D
 
Incentive Stock Option (right to buy) $ 3           02/06/2009(3) 02/06/2017 Common Stock
25,001
  25,001
D
 
Incentive Stock Option (right to buy) $ 5.35           12/05/2003(3) 12/05/2012 Common Stock
37,382
  37,382
D
 
Incentive Stock Option (right to buy) $ 5.75           01/03/2001(3) 01/03/2010 Common Stock
52,173
  52,173
D
 
Incentive Stock Option (right to buy) $ 6.625           02/02/1998(3) 02/02/2008 Common Stock
45,281
  45,281
D
 
Incentive Stock Option (right to buy) $ 7.35           02/16/2007(3) 02/16/2016 Common Stock
23,605
  23,605
D
 
Incentive Stock Option (right to buy) $ 2.53           02/22/2005(4) 02/22/2010 Common Stock
4,921
  4,921
I
by Spouse
Incentive Stock Option (right to buy) $ 3           02/06/2007(4) 02/06/2017 Common Stock
4,567
  4,567
I
by Spouse
Incentive Stock Option (right to buy) $ 7.35           02/16/2006(3) 02/16/2011 Common Stock
2,782
  2,782
I
by Spouse
Non-Qualified Stock Option (right to buy) $ 3           02/06/2008(3) 02/06/2017 Common Stock
49,999
  49,999
D
 
Non-Qualified Stock Option (right to buy) $ 5.35           12/05/2003(3) 12/05/2012 Common Stock
55,018
  55,018
D
 
Non-Qualified Stock Option (right to buy) $ 5.75           01/03/2001(3) 01/03/2010 Common Stock
31,827
  31,827
D
 
Non-Qualified Stock Option (right to buy) $ 6.625           02/02/1998(3) 02/02/2008 Common Stock
38,719
  38,719
D
 
Non-Qualified Stock Option (right to buy) $ 7.35           02/16/2007(3) 02/16/2016 Common Stock
51,395
  51,395
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WELLER DWIGHT D
ONE SW COLUMBIA, SUITE 1105
PORTLAND, OR 97258
      Sr. VP Chemistry & Mfg.  

Signatures

By: Mark M. Webber, Attorney-in-fact For: Dwight Weller 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) Amount of Securities Beneficially Owned include shares purchased under the Company's registered Employee Stock Purchase Plan.
(2) All shares expired.
(3) 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.
(4) Grant vest 100% on grant date.

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

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