UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  March 24, 2010

AVI BioPharma, Inc.

(Exact name of registrant as specified in its charter)

3450 Monte Villa Parkway, Suite 101

Bothell, WA 98021

(Address of principal executive offices)

(425) 354-5038

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(b)       Departure of Director.

On March 24, 2010, Dr. Christopher Henney announced to the Board of Directors of AVI BioPharma, Inc. (“AVI” or the “Company”) his decision to not stand for re-election at the end of his term as a director of the Company.   Dr. Henney’s decision was based solely on personal reasons, and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.  He will remain a director through the end of his current term which ends following the 2010 Annual Meeting of the Company’s shareholders.

On March 25, 2010, the Company issued a press release announcing the foregoing change and the previously disclosed change that Michael D. Casey has also decided not to stand for re-election when his current term ends following the 2010 Annual Meeting of the Company’s shareholders. A copy of the Company’s press release dated March 25, 2010 is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in Item 9.01 hereof and in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.                  Financial Statements and Exhibits.

The following exhibit is being furnished (not filed) herewith:

99.1                           Press release dated March 25, 2010

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bothell, State of Washington, on March 25, 2010.

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EXHIBIT INDEX

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Exhibit 99.1

AVI Press and Investor Contact:

David A. Walsey

Senior Director, Investor Relations & Corporate Communications

425.354.5140

Investorrelations@avibio.com

AVI BioPharma Announces Pending Changes to Board of Directors

BOTHELL, WA — March 25, 2010 — AVI BioPharma, Inc. (NASDAQ: AVII), a developer of RNA-based drugs, today announced that Michael D. Casey and Christopher S. Henney, have decided not to stand for re-election as directors of AVI at the end of their current terms, which end following the 2010 Annual Meeting of the Company’s shareholders. The decisions of both Mr. Casey and Dr. Henney were based solely on personal reasons and were not the result of any disagreement with AVI on any matter relating to the Company’s operations, policies or practices. Both Mr. Casey and Dr. Henney will continue to serve as Directors for the remainder of their current terms.

“Mike Casey and Chris Henney have been valuable members of our board and, additionally, Mike has provided thoughtful leadership as Chairman. The entire board and I thank them for their service and we wish them success in their future endeavors,” stated Leslie Hudson, Ph.D., President and CEO of AVI BioPharma.

About AVI BioPharma

AVI BioPharma is focused on the discovery and development of RNA—based medicines utilizing proprietary derivatives of its antisense chemistry (morpholino-modified phosphorodiamidate oligomers or PMOs) that can be applied to a wide range of diseases and genetic disorders through several distinct mechanisms of action. Unlike other RNA therapeutic approaches, AVI’s antisense technology has been used to directly target both messenger RNA (mRNA) and its precursor (pre-mRNA), allowing for both up- and down-regulation of targeted genes and proteins. AVI’s RNA—based drug programs are being evaluated for the treatment of Duchenne muscular dystrophy, including an ongoing systemic Phase 1b/2 clinical trial of exon skipping with AVI-4658. AVI’s antiviral programs have demonstrated promising outcomes in Ebola Zaire and Marburg Musoke virus infections and may prove applicable to other viral targets such as Junín, influenza, HCV or Dengue viruses. For more information, visit www.avibio.com.

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“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: The statements that are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties, including, but not limited to, the results of research and development efforts, the results of preclinical and clinical testing, the effect of regulation by the FDA and other agencies, the impact of competitive products, product development, commercialization and technological difficulties, and other risks detailed in the company’s Securities and Exchange Commission filings.