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 * Hudson Leslie   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) __X__ Other (specify below) Former CEO / Former CEO (Last) (First) (Middle) 3450 MONTE VILLA PARKWAY, SUITE 101 3. Date of Earliest Transaction (Month/Day/Year) 03/24/2010 (Street) BOTHELL, WA 98021 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 03/24/2010   S/K(1)   21,427 D $ 1.49 435,897 D   Common Stock 06/24/2010   S/K(2)   51,338 D $ 1.24 384,559 D   Common Stock 07/02/2010   M(3)   128,911 A $ 0.92 513,470 D   Common Stock 07/02/2010   S(3)   47,270 D $ 1.55 466,200 D   Common Stock 07/02/2010   S(3)   21,172 D $ 1.56 445,028 D   Common Stock 07/02/2010   S(3)   48,928 D $ 1.57 396,100 D   Common Stock 07/02/2010   S(3)   6,341 D $ 1.58 389,759 D   Common Stock 07/02/2010   S(3)   3,700 D $ 1.59 386,059 D   Common Stock 07/02/2010   S(3)   1,500 D $ 1.6 384,559 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

Non-Qualified Stock Option (right to buy)

$ 0.92

07/02/2010

M(3)

128,911

(4)

02/10/2019

Common Stock

128,911

$ 0

221,089

D

Incentive Stock Option (right to buy)

$ 1.09

02/08/2009(5)

02/08/2018

Common Stock

366,972

366,972

D

Incentive Stock Option (right to buy)

$ 1.45

02/09/2011(6)

02/09/2020

Common Stock

68,965

68,965

D

Non-Qualified Stock Option (right to buy)

$ 1.09

02/08/2009(6)

02/08/2018

Common Stock

300,028

300,028

D

Non-Qualified Stock Option (right to buy)

$ 1.45

02/09/2011(6)

02/09/2020

Common Stock

531,035

531,035

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hudson Leslie 3450 MONTE VILLA PARKWAY, SUITE 101 BOTHELL, WA 98021			Former CEO	Former CEO

Signatures

By: Melinda Miles For: Dr. Leslie Hudson		07/07/2010
**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 Restricted Stock Holder has elected to pay for payroll taxes for restricted stock awards by way of a stock swap of a total 21,427 restricted stock awards for the 124,324 restricted stock awards granted in 2009. The remaining 102,897 remains with the optionee.
(2)	The Restricted Stock Holder has elected to pay for payroll taxes for restricted stock awards by way of a stock swap of a total 51,338 restricted stock awards for the 333,000 restricted stock awards granted in 2008. The remaining 281,662 remains with the optionee.
(3)	This transaction was a Same Day Sale. The optionholder exercised 128,911 Non-Qualified Options and the shares were sold on the same day.
(4)	The original option vested 1/3 each year over 3 years. On 4/20/2010, the option had 116,667 fully vested shares and the Company approved a vesting acceleration of the remaining 233,333 shares.
(5)	Option Grant vests 25% per year on grant date with all shares vesting four years from date of grant.
(6)	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.

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