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 *
BURGER DENIS R
 2. Issuer Name and Ticker or Trading Symbol
AVI BIOPHARMA INC [AVII] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)

ONE SW COLUMBIA, SUITE 1105		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006
(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 05/15/2006   A 7,086 (1) A $ 2.7625 170,578 D  
Common Stock 11/15/2006   A 446 (1) A $ 3.2895 171,024 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) $ 2.53           02/22/2006(2) 02/22/2015 Common Stock
118,575
  118,575
D
 
Incentive Stock Option (right to buy) $ 5.35           12/05/2004(2) 12/05/2012 Common Stock
37,382
  37,382
D
 
Incentive Stock Option (right to buy) $ 5.75           01/03/2001(2) 01/03/2010 Common Stock
52,173
  52,173
D
 
Incentive Stock Option (right to buy) $ 6.625           02/02/1998(2) 02/02/2008 Common Stock
45,282
  45,282
D
 
Incentive Stock Option (right to buy) $ 7.35           02/16/2007(2) 02/16/2016 Common Stock
13,605
  13,605
D
 
Non-Qualified Stock Option (right to buy) $ 2.53           02/22/2006(2) 02/22/2015 Common Stock
56,425
  56,425
D
 
Non-Qualified Stock Option (right to buy) $ 5.35           12/05/2003(2) 12/05/2012 Common Stock
292,618
  292,618
D
 
Non-Qualified Stock Option (right to buy) $ 5.75           01/03/2001(2) 01/03/2010 Common Stock
147,827
  147,827
D
 
Non-Qualified Stock Option (right to buy) $ 6.38           06/12/1997(3) 06/12/2007 Common Stock
100,000
  100,000
D
 
Non-Qualified Stock Option (right to buy) $ 6.625           02/02/1998(2) 02/02/2008 Common Stock
154,718
  154,718
D
 
Non-Qualified Stock Option (right to buy) $ 7.35           02/16/2007(2) 02/16/2016 Common Stock
161,395
  161,395
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BURGER DENIS R
ONE SW COLUMBIA, SUITE 1105
PORTLAND, OR 97258		   X     CEO  

Signatures

By: Mark M. Webber, Attorny-in-fact For: Denis Burger 02/02/2007
**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) This amount represents shares acquired through the company's ESPP program.
(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.

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.